Keys to the Kingdom: Chain of Memories
by thepenishellamightier257
Summary: Sequel. Though Ansem has been defeated, Sora, Azlyn, and Telary's journey isn't over yet. At the end of a winding road stands Castle Oblivion, a place where memories rule all. Threatened by an enigmatic Organization, as well as reawakening memories from Sora's past, can the trio solve the mystery of the castle? Contains Original Characters.
1. Castle

**Obviously I don't own Kingdom Hearts, only my original characters (though of course I don't have them copyrighted or anything). Also, it's a good idea to read the first Keys to the Kingdom before taking the plunge into this one.**

 _Sora stands alone on a platform of grey stone, hovering above a dark abyss. His arm is still outstretched, the phantom touch of the girl he'd just proclaimed his love for still lingering. He slowly pulls the arm back, touching his heart._

 _The boy stands still for a long minute, unsure of what to do next. Something feels wrong though, a nagging sensation like déjà vu gone wrong._

 _A noise sounds suddenly behind him. Sora turns, willing the Keyblade to his hand. But, for the first time since Hollow Bastion, nothing happens._

 _Sora just stares down at the empty hand, mouth agape. Where are the sparks of light, coming together to form his blade? The Keyblade has been his nigh-constant companion throughout these long weeks of toil and hardship, as much a friend as Azlyn and Telary. But where is it now? Why has it forsaken him?_

 _And why is he still here? This scenario is old hat, been there done that. The light should sweep in, taking him in its embrace before depositing him in the rolling fields. That's what happens next, he's sure of it. Why isn't it happening now? And, once again,_ where _is the Keyblade?_

" _Sora."_

 _He whirls at the familiar voice, once again finding himself face-to-face with a childhood friend. But instead of the fair, auburn-haired Kairi, Riku stands across the platform. His face is blank, devoid of the usual smirk that is his signature._

" _Riku, you're here!" Sora cries out happily, rushing forward. He barely makes it a step before he's suddenly forced to a stop. He attempts to move again, but he can't. "Riku, what's going on? I'm glad I found you, but something isn't…"_

" _What are you doing?" Riku asks, his voice breaking with pure disappointment._

" _I…" Sora responds lamely, words failing him. His tongue suddenly feels swollen, refusing to let any sound pass from his lips._

" _Why are you still here, Sora?' Riku continues, shaking his head. "I told you to take care of her! I told you to go with her, make sure she's safe! Why didn't you go with her?"_

 _Sora tries to speak, to defend himself and explain, but he can't. He gestures frantically, hoping to convey_ some _reply._

" _You lost her." Riku looks far sadder than Sora can ever remember him being. "She's gone, separated forever. You lost her." Suddenly the darkness surrounding Riku deepens, drawing the silver-haired boy into its black depths. "You lost her. You lost her." Finally, the dark claims Riku fully._

" _You've lost both of us."_

"Aaaah!" Sora screams, bolting upright.

He swivels his head back and forth, taking in his surroundings. The dark void where Ansem had met his demise is gone, replaced with vast fields of grass. Sora can see the path off in the distance, a winding dirt road leading who knows where.

It's night, the third night Sora has spent underneath these same stars. He leans back, looking up at all the twinkling stars on display. Every star is a world, he knows. That means, somewhere out there, Kairi is waiting for him.

The thought of Kairi brings the unpleasant dream flooding back. Sora shudders, the sight of Riku's dead eyes burned in his brain.

"Take care of her," the older boy had said, one final request to his best friend before the Door to Darkness closed. He'd been forced to stay on its other side, the heart in darkness needed to shut it for good. It was the only option, and Riku had gladly made the sacrifice.

 _Had_ Sora broken his promise? Kairi had been right there in front of him, not much more than a quick hop away. He could have gone with her, drifting back on the little piece of Destiny Islands that was the sign of a more thorough restoration. They could have returned home together, lived out their days in peace.

Sora had seriously considered it. But, at the last moment, he'd realized that island life, no matter how idyllic it may seem, could never truly be right if Riku were still trapped. Despite his bad choices, Riku deserved a happy ending just as much as he and Kairi.

And so Sora had let her go, set himself on the path to finding Riku. King Mickey had said there would always be a Door to the Light, and the Keybearer is determined to find it.

He stands, his body powerfully conveying the message that there will be no more rest for him tonight.

A loud snort pierces the night's serenity, and Sora looks down to its source. Azlyn, knight of Disney Castle, lays on her back, sleeping peacefully in the tall grass. Her mouth gapes open, sucking in loud breaths before releasing them.

Telary, one of Disney Castle's royal wizards, slumbers beside here. The tall redhead is curled up around his counterpart, one arm resting across her stomach. Jiminy Cricket, Disney Castle's Royal Chronicler, snoozes next to the pair, his black top hat rising and falling with his chest.

Sora can't help but smile at the sight. It's only been a few weeks since he met them, but it feels like they've known each other their entire lives. Despite their apparent innocence in sleep, Sora knows the pair are bold rebels in spirit. They'd have to be, to steal a Gummi ship from the castle and set off on an adventure to find King Mickey.

They'd found him alright, only for the king to use his own Keyblade to seal the Door to Darkness from inside, just like Riku. Now, the trio journey together to seek both their friends. Only then can they return home, and be with Kairi again. Another strong motivator, seeing as Telary and Azlyn are the girl's brother and childhood friend, respectively.

With sleep an impossibility, Sora sets off wandering through the tall grass. It reaches up to his knees, tickling the skin on his legs. After a few feet, he finds himself on the dirt path once more. He looks up to the hill ahead, remembering the reason the group had decided this would be a good place to stop.

With a sigh, he starts up the hill.

He reflects on the strangeness of this place as he goes. Telary had posited that this is some sort of in-between realm, somewhere in neither the Realm of Darkness nor the Realm of Light. Sora had accepted the explanation, though _why_ the mysterious light that had flooded the dark abyss after the Door to Darkness's disappearance had sent them here remains a mystery.

He reaches the hill's crest, looking down over the valley before him. The path goes down the hill, then another few yards before it reaches a crossroads. Three other paths stretch out, one in each cardinal direction.

There'd been some debate on which path to take, and finally it had been decided that the trio had best sleep on it. They could figure out their new route in the morning..

Sora stops in the crossroad's dead center, taking a moment to survey each direction. They all seem more or less identical, stretching off into the vast nowhere. The Keybearer sighs. He has no idea what to do next.

"Ahead lies something you need."

The unknown voice startles Sora, sending him whirling a full one-eighty. A tall man stands a few feet away, dressed all in black from head-to-toe. His face is concealed beneath a hood, nothing but hazy darkness within.

"Who are you?" Sora demands. He reaches out his hand, hoping this isn't a dream like his last one…

The Keyblade appears in his hand, a comfortingly solid defense against any who might harm him. The boy grips it tightly, the white leather of his fingerless gloves squeaking slightly.

The man begins to step forward, casually enough that Sora senses his immediate intention isn't to attack. He slackens the grip on his weapon, turning as the cloaked man steps right by him.

"Something you hold dear," the stranger continues, walking backwards up the forward path. Even though the man's face is concealed, Sora knows he is being intently scrutinized. "But to claim it, you'll have to lose something precious to you."

Sora opens his mouth, questions fizzling up inside him. Before they ca be released, however, the man fades into the ether. Sora blinks once, and he's gone.

He dismisses his blade. Just to make sure this _isn't_ just another dream, the boy pinches himself on the arm. It hurts. Sora's not at all sure whether that's reassuring or not.

 **KH-KH-KH**

The girl in white sits alone. Her surroundings match the short sundress and sandals she wears, and the blank sketchpad canvas in her hand.

She reaches over to a white desk, picking up the pencil laying there. With a quick thought, she decides what to draw.

The silent room suddenly comes alive with the skittering sound of pencil on paper, the girl working quickly and efficiently to draw out the picture in her mind.

It comes to life within minutes, the girl's deft hand quickly bringing her idea to life. It's a castle, though far from the normal preconceived image of one. This is a twisted fortress, bits and pieces of towers thrusting out of its superstructure more-or-less at random. Some stick straight up, others veer off diagonally, and some are even completely horizontal. A few ugly sculptures, wicked horned creatures, complete its menacing look.

The girl shudders just to look at it.

 **KH-KH-KH**

The castle rests on a huge spit of land, jutting out over an empty void. A glowing green mass shines behind it, dark clouds swirling around it like water circling a drain. The ground is devoid completely of the green grass that had characterized the rest of the trail. Instead it's just barren rock, unsettlingly reminding Sora of Ansem's dark void.

He looks up, staring straight into the eyes of the demonic statue jutting out from about halfway up the castle. He shudders, hoping he's only imagining the way it seems to be calling to him.

"Uh, wow," Telary remarks, looking up at the castle in slack-jawed awe. Despite his efforts, the wizard is shaking quite a bit. "That's certainly… Wow." He's dressed in his usual travelling attire: white shirt with green ¾-sleeves, a yellow sleeveless hoodie, and green pants with yellow cuffs.

"Normally I'd made fun of Telary's pants-shitting fear," Azlyn chimes in, smiling good-naturedly at her counterpart, "but I gotta say, I'm totally with him on this one." She wears a light blue, short-sleeved hoodie with a white zipper, a black camisole under that. Beneath the dark blue belt she's wearing is a light blue skirt that falls to just above her knees, with black tights running down the rest of her legs to her ankles. Her feet are clad in shoes that match her hoodie and skirt, black gloves with steel armored plating on the back cover her hands, and her short pixie haircut is arranged so that her bags are swept to the right side of her face.

"So, we should turn around, right?"

Azlyn glares at him. "And go where exactly? This is kinda a one-way deal."

Telary shakes his head. "Well, there _were_ those other paths! We could just double back and take another road, and…"

The words of his companions seem to die away, all of Sora's thoughts and focus converging on a single, overwhelming thought. Without a word, the Keybearer starts forward.

The Disney Castle pair's arguments cease, both turning to watch Sora make his way to the strange castle's front door. They spend a few more seconds arguing with nothing but shrugs and slight eye movements, a private language only they understand, then follow along after their friend. Azlyn goes first.

With a grunt, Sora pushes the door open. He's quickly forced to close his eyes. The entrance hall is a uniformly blinding white. The boy stumbles inside nevertheless, giving himself a minute to adjust.

"Yikes!" Azlyn comments behind him, throwing up her hands. "What a lovely color scheme!"

"Maybe whoever lives here sees in the infrared range," Telary posits, just to add something. "In that part of the visual spectrum, this place might actually be quite vibrant!"

Sora's eyes have finally adjusted, only to find pretty much what he expected. The hallway is done all in a simple white. Columns line the walls, and small white decorations that resemble flowers on pedestals appear every few feet. It all leads to a short staircase, a landing with double doors set back into the wall the only exit.

"Are you sure it's okay to just barge in like this?" Telary asks nervously. "I hate to be a bad houseguest."

Azlyn shrugs. "If there was someone around to get mad, they'd have gotten mad by now. And besides, we need to be here if we're gonna find he king."

Telary cocks his head at the girl. "The king? You think the king's here?"

She shrugs. "Uh, yeah." She frowns, looking around again. "Though now that you mention it, that's a pretty strange feeling to just get out of the blue."

"Sure is," Telary agrees. "Although, now that you mention it… I kinda had the same thought."

Sora turns to his companions, nodding. "No way! Me too. Something just popped into my head… Telling me that they're here."

Azlyn suppresses a shiver, feigning her usual nonchalance. "Well, great minds think alike, I guess."

A slight weight settles on Sora's shoulder, and the Keybearer turns his head to see Jiminy Cricket standing there.

"I don't think that's it, Azlyn," the insectoid conscience declares.

Telary frowns. "Don't tell me…"

Jiminy nods. "Yep. Somethin' is telling me that King Mickey and Sora's friend Riku are here!"

"Maybe it's contagious," Sora suggests. Telary quickly claps a hand over his own mouth at the thought.

"Or maybe someone's trying to mess with us," Azlyn posits, cracking her knuckles viciously. "There's definitely something weird going on here! I think we should check it out."

"Sure." Sora shrugs, turning and making his way to the staircase at the hallway's end. "Let's check it out."

"Are you sure you wanna be doing that, Sora?" Telary asks nervously. "There's still a lot we don't know."

"Only one way to find out," Azlyn declares, walking after Sora. She throws a mocking look over her shoulder. "Unless you're too scared, of course."

The wizard frowns. "Well, of course I'm scared! We're just wandering around inside a big creepy castle hanging in a dark, endless void. You'd have to be crazy _not_ to be scared!" He starts to follow after his companions, but after a thought strikes him he stops. "Oops, we forgot to close the door!"

Azlyn snorts. "Really, Tel? That's what you're gonna be…"

"AAAH!"

Their companion's scream immediately commands Sora and Azlyn's attention. They whirl around, weapons out. Telary is frozen, yet somehow also shaking like a leaf.

Just past the frozen wizard, standing before a blank white wall where there once was a door, is the man in black.

"You!" Sora yells, rushing forward and dropping into his fighting stance between Telary and the mystery figure. "Who are you?"

"A-and where did the d-door go?" Telary stammers, only barely gaining control of himself.

"Probably a Heartless!" Azlyn declares. With a grunt, she flings her shield forward. It completely whiffs, smacking into the wall nearly five feet away from the cloaked figure. It bounces back onto the floor, skidding down the hall until it comes to rest at the knight's feet. "What? I never miss! Tel, get him!"

The sharp orders from his oldest friend stir Telary to action. Reaching down, he slips his staff out of its belt holster. "Right. M-maybe you'd like a taste of magic, eh? FIRE!"

The wizard thrusts his staff forward, expecting the usual red hot fireball. Nothing comes.

"Huh?" he blurts, giving the wand a good shake. "That's weird. THUNDER! BLIZZARD!" Once again, nothing comes of either incantation. Telary goes pale. "That isn't good."

"What's going on?" Sora demands, taking another step toward the mysterious figure.

"I should think it obvious," he replies. His voice is light and undeniably melodious. But there's something seriously off about it. "As soon as you stepped foot in this castle, you forgot every spell and ability you ever knew."

The trio say nothing, stunned into silence. They look at each other for some potential response, but no one can conjure anything. Even Jiminy Cricket, usually a font of advice, is dumbstruck.

"But the forgetting doesn't stop there," the man continues, his voice flat. "In this place, to find is to lose, and to lose is to find. That is the way of Castle Oblivion."

"Castle Oblivion?" Sora repeats. Something about that name gives him the creeps. It's only through sheer stubborn will that he suppresses the shiver running up his spine.

The mystery man stalks closer, his strides slow and casual. "Here you will meet people you remember. Those important to you." He stops in front of Sora, clasping his hands behind his back. "People you miss."

Sora's brow furrows. "What do you mean? I don't…" Realization dawns on the Keybearer, his eyes going wide. "Riku! You don't mean that Riku _is_ here, do you?"

A shrug. "Only one way to find out." He steps forward again, his body beginning to fade. Sora barely has time to puzzle through that before the cloaked man is gliding _through_ him. The boy tenses immediately, a sense of undeniable _wrongness_ in the action.

When it's done, the man is standing atop the stairs at the hallway's end. It takes a moment for Sora to shake off his feeling of violation, but when he does the boy walks closer to his strange opponent.

"What the hell did you just do to him?" Azlyn demands, waving her shield threateningly.

"I merely sampled his memories." He holds up a card in one black-gloved hand. "I used them to create this." He tosses the card one handed, Sora just barely catching it.

Sora observes the item for a long moment. Azlyn and Telary can only watch, their only view that of the card's solid blue back.

"The picture on this," Sora says, dumbstruck. "It's Traverse Town."

The man in black nods. "That card holds a very special power. Using it is the only way to advance through the castle. The only way for you to reunite with your friend."

Sora's head snaps up. "Riku…"

"Approach the door, and hold up your card. The door will open, where a new worlds lies beyond." His spiel apparently finished, black energy rise from the floor. Its black tendrils twist around the man, taking him into their embrace before he disappears. No trace of him is left behind.

"A new world?" Jiminy says, lifting his top hat to scratch at his scalp. "Whaddya think he meant by that?"

Telary reaches out a hand to Sora. "Can I see that card, please?" Once it's handed over, the redhead examines both sides of it thoroughly. "Huh."

"What _huh_?" Azlyn demands of her counterpart.

"Did you pick up a vibe from it?" Jiminy asks as Tel hands the card back.

"That's the 'huh' part," Telary answers, frowning. "There _is_ something odd about it, in a mystical sense. But…"

"But what?" Sora asks, holding the card at arm's length. "Is it gonna explode?"

The wizard shakes his head. "No, Sora. I'm sure it won't explode. But, beyond a vague sense of weirdness, there doesn't seem to be anything special about it. No heavy magic was used in its creation, at least that I can detect."

"So, it's not ordinary," Azlyn says slowly, wrapping her head around the concept, "but it _is_ strange."

Telary shrugs. "That's all I got. Sorry."

"He said Riku's here," Sora states, nodding. "And if using this card is how I get to him, then I'm willing to try it out."

"Riku and the king were together last time we saw them, too," Telary reminds Azlyn. "It stands to reason that if we found one, we'd find the other as well."

Azlyn sighs. "I guess you're right." She gestures back to where they had entered the strange castle, now a smooth white wall. "Besides, it's not like we can go back."

Sora steps up to the door. It's made of a polished wood, colored such a pale, bright yellow that it nearly disappears into the surrounding white walls. He pauses in front of it, looking down at the card in his hand once more.

"For Riku," he quietly declares. The Keybearer raises his arm above his head, the mysterious card held high. A light shines out from it, like a flashlight. The door responds, white light filtering out from its seams.

After a moment the light fades, and the doors swing open of their own accord. Nothing can be seen but pure white light, more blinding even than the entrance to Castle Oblivion. After focusing on it a moment, Sora realizes something. Lowering his arm, the boy looks to his hand. His _empty_ hand.

"The card is gone!" he observes, taken aback. He'd felt nothing to indicate a disappearance. It appears that it had merely faded out of existence.

"I know that's not much to go on," Azlyn states with a shudder, "but I've got a bad feeling about this place. A _really_ bad feeling."

Sora nods weakly, unable to refute his friend's point. But there's nothing to be done for it. Bad feeling or not, the only way is forward.

But what awaits them there?

 _Journal Entries (In case you ignored my warning up above)_

 _Sora: Age 16. A cheerful, kind young boy from Destiny Islands who wields the Keyblade. When darkness destroyed his home, he found himself thrust into a grand adventure. By sealing the Door to Darkness, he managed to save the universe from the dark threat of the Heartless. Now he journeys forth to reunite with his friend Riku, trapped behind the Door when it closed. Only then can they both return to their home, and Kairi, the girl Sora loves._

 _Azlyn: Age 16. An often belligerent yet unfailingly loyal knight of Disney Castle (almost). Bored with castle life, she concocted a plan to find King Mickey that ended in the theft of the castle's Gummi ship. Soon she and her friend Telary became Sora's traveling companions, helping him in his quest to close the Door to Darkness. Along the way, she discovered that she is actually a former resident of Hollow Bastion. Now she journeys with Sora, seeking King Mickey so that they can all return home to their kingdom._

 _Telary: Age 18. A tenderhearted, slightly cowardly royal wizard of Disney Castle. After finding himself dragged along on Azlyn's scheme to escape Disney Castle, he joined Sora's quest to close the Door to Darkness. Along the way, he discovered that he is not only a former resident of Hollow Bastion, but brother to Sora's friend Kairi! Now he journeys with Sora, seeking King Mickey so that they can all return home to their kingdom._


	2. Illusions

The girl in white picks up her sketchpad once more, flipping over to a clean new page.

"You know what to do," says the man in black as she picks up her pencil. "The time has come to prove your worth."

The girl only cowers, too scared to even nod. But despite the shaking terror, her hand is steady. And so, as requested, she begins to draw.

The town begins to take shape. Buildings of all shapes and sizes beneath a starlight sky, flashing lights and lampposts illuminating cobblestone streets. A place of refuge, a temporary haven for all those who have lost their homes. A town for lost souls.

 **Traverse Town**

"Whoa!" Sora exclaims, stopped in his tracks by the sight before him. Azlyn and Telary follow suit, standing awestruck.

The trio stands in the middle of a large town square, cold and empty despite the yellow light provided by numerous lamp posts. A café lies off to the left, every table on its outdoor patio vacant. The path forward leads up a staircase, the bright neon sign of the Accessory Shop glowing orange where it hangs over the building's doorway. The town stretches on up the hill, stairway after stairway leading heavenward. All, of course, empty. But then, it isn't the emptiness that throws Sora and company.

It's that they're here in this town at all.

"I guess we should have expected this," Telary says, examining the familiar surroundings in thorough detail.

"Stepping through a door and ending up in an entirely different world?" Azlyn shoots back. "Yeah, that should have been the _first_ thing we thought of!"

Sora shakes his head. "No, Tel's right. The card had a picture of Traverse Town on it, after all. It's only right we should end up here."

"Ah, but are you truly _here_?"

The trio gasp, looking up the stairs to find the hooded man standing there. Even without a clear look on his face, Sora can sense an unyielding smugness from him.

"Whaddya mean by that?" Azlyn demands, stepping forward with her fists clenched. "I think I'd know Traverse Town when I saw it!"

"It does look like the town you once knew, that much is true," the mystery man says smoothly, resting one gloved hand lightly on the stairway's railing. "But in truth, this place is merely an illusion. As I said, your memories created this environment. Through the medium of the card that you used."

"So this is just a construct," Telary says, looking around with new eyes. "That's some serious magical power being thrown around."

"As you have most likely guessed, Castle Oblivion is a unique place." The hooded man clasps both hands behind his back. His back is to a bright streetlight, creating a long shadow on the stairs and ground before him. "But, it has its own dangers as well. Just as your memories created the feelings and appearance of this town, they also have the power to conjure your old enemies."

Without warning, the man's shadow begins to twitch and move. It takes on a new shape, solid three-dimensional beings rising from it. Small black creatures with eyes glowing yellow. The trio recognize them instantly.

"Heartless!" Sora cries, Keyblade springing to hand in its usual shower of light.

"What kinda…?" Azlyn looks up to the hooded man with undisguised fury, only for it to turn to confusion. For the man has disappeared entirely!

"This isn't good," Telary mutters as the Shadows advance.

Sora throws a bewildered look over his shoulder. "What are you talking about? These small fries aren't dangerous at all! We must've taken out hundreds of 'em!"

"I wouldn't be so cocky, Sora!" Jiminy Cricket warns, jumping out of the boy's pocket. "Remember, that man said you forgot all your skills when you entered the castle!"

"Oh, yeah," Sora says, his face paling a bit. Looking back to the creatures, who for whatever reason have stopped to wait a few feet in front of their prey, he holds his blade up defensively. "Still, we can't just stand here doing nothing!"

"That's right!" Azlyn roars, leaping forward and falling upon the Shadows. It's immediately clear that her usual finesse is absent from the attack, but the punches and kicks seems no less powerful for it. One creature is stomped into the ground, another pair knocked away by a sweep of her legs.

Sora joins her, swinging the Keyblade with wild abandon. Like Azlyn, there's a definite clumsiness to each strike. He feels less like he did facing Heartless in the twisted depths of the End of Worlds, and more like a boy practicing with wooden swords on a Destiny Islands beach. But, just like his companion, the amateurish method seems to more-or-less work.

Telary merely stands back, frustrated with himself. Unlike his friends, both physical fighters, prowess with magic has always been the young man's only asset in battle. Without mystic power to call upon, he can't help but feel completely useless.

Luckily, there are only a few Shadows, half a dozen at most. The fight goes quickly, but Sora and Azlyn find themselves completely exhausted, hunched over and panting.

"Exhausted from fighting stupid bugs!" Azlyn groans, wiping sweat off her forehead. "If word ever got out about this, imagine what kinda hit my rep would take!" Sora nods his agreement.

"Well," Telary says as he approaches the pair, frowning deeply, "at least you both can still do _something_!" He waves his staff for emphasis.

"What's with that anyway?" Azlyn asks her older friend. "You still know the word _fire_ , so why can't you make any?"

"It's a bit more complicated than that," the redhead explains. "Magic isn't just saying words to make things happen. Every spell incorporates a specific, and honestly rather complex, mental routine. Otherwise, any idiot could just start slinging spells."

"I've seen Sora use magic several times," the knight deadpans. "Believe me, any idiot _can_."

Sora just rolls his eyes at the insult, used to them from Azlyn by now. "Still, if we find any Heartless around here tougher than just those little bugs… It could get messy."

"You require more power?"

Once again, the hooded man's sudden appearance startles the trio. All three turn to see home standing at the top of the stairs once again. He's holding something in his hand, a stack of small, thin objects.

"You're doing that on purpose!" Azlyn roars, pointing an accusatory finger.

"In this castle, all power lies in the cards." He holds up his hand, spreading out three, as one might guess, cards like a poker player's hand. "Just as your memories of this world returned you here, so too will these cards return your missing power."

He tosses the cards, one flying to each person. The image on the cards are unique to the trio: Sora's depicts the Kingdom Key, Azlyn the standard issue Disney Castle shield, and Telary a roaring flame. The heroes only have a moment to observe their prizes before they disappear into thin air.

"Whoa!" Azlyn declares, taking a step back. The others follow suit, each stumbling as a strange feeling courses through them.

"I feel weird…" Sora comments, holding out his arms and examining them. "But, not _bad_ weird. Stronger." He flexes his hands experimentally.

"I remember!" Telary cries triumphantly. Holding out his staff, the wizard bellows, "Fire!" As commanded, a ball of flame slightly larger than his fist shoots into the air. After a few seconds, it disappears in a puff of smoke.

"As you journey through the castle, more cards will find their way to you," the hooded man explains. "Gather enough of them, and you surely will find your prowess restored to what it once was."

"Just who are you anyway?" Jiminy Cricket demands, hopping out of Sora's pocket onto the cobblestone street. "One minute you're sickin' Heartless on us, the next ya give these fellas back their strength."

"Yeah!" Sora agrees, stepping forward with Keyblade in hand. "What do you want?"

"I am merely a guide," the man answers, his shoulders shrugging. "All you need to know is this: Only by advancing through the castle can you reunite with the people most precious to you."

His piece apparently spoken, the hooded figure fades out.

"This is just crazy!" Azlyn declares, angrily kicking at the cobblestone street.

"I agree that nothing is making much sense," Telary says with a nod. "And we only have that guy's word to go on."

"If he was gonna be a problem, though," Sora points out, "then why would he give us our strength back?"

"There certainly is a lot screwy with this situation," Jiminy agrees, leaping back up to Sora's shoulder. "Even so, might as well keep going forward."

Sora sighs. "I guess…"

"If we're going forward, then I suppose we should head into the 2nd District," Telary decides after a moment's thought. "The entrance is just up this hill."

So the trio begin their journey upwards. They all stay close together, almost huddling for protection. Staircase after staircase they climb, no sound but that of their own footsteps accompanying them.

"Is this giving anyone else the creeps?" Azlyn asks after the group reaches the top of the hill.

They're in another fairly large square, surrounded to the right and left by large buildings. Before them stands a huge pair of dark wood double doors, **2** **ND** **District** marked above them in bold letters. "There's nobody else here."

"Well, it is just an illusion," Jiminy points out.

"I guess," Sora agrees reluctantly. "But even with that, it just feels wrong for this place to be so deserted. I keep expecting Leon and the others to pop up again."

"Or _anyone_!" Azlyn yells, her voice echoing all around. "This place is a ghost town!"

"Well, we're doing the best we can."

The voice, instantly familiar but undeniably odd, startles the trio. As one, they jump up in fright. Turning at the sound of doors closing, they find themselves face-to-face with their old friend Leon.

"But people aren't exactly eager to get out on the streets while the Heartless are running around," the man continues. He's wearing the same outfit they saw him in last, black leather a prominent feature in every garment but his white t-shirt. He raises an eyebrow, hand drifting to settle on the hilt of his gunblade. "Which makes me wonder. What are you three kids doing running around outside at this time of night?"

Sora frowns. "Whaddya mean by that? You know we can handle ourselves in a fight, Leon!"

"How am I supposed to know that?" Leon protests, frowning. "I've only just met you three."

"You feeling okay, Leon?" Azlyn asks, her voice infused with its natural mocking edge.

"And besides, what are you doing here in Castle Oblivion?" Telary demands.

"Yeah!" Sora chimes in.

"Castle Oblivion?" Leon repeats as one eyebrow climbs up his forehead. "Now you're just making even less sense. This is Traverse Town. Did you not see the sign?"

"Man, quit joking around Leon!" Sora yells, fists clenching tight. Suddenly a thought strikes him, and the Keybearer's face falls. "Unless, somehow you forgot us."

"Forgot _us_?" Azlyn blurts indignantly. "We saved his freaking world!"

Leon just shakes his head, bewildered. "My world, saved? Heh, now you're just messing with me Azlyn."

A momentary pause settles over the square as everyone realizes what the gunblade-wielder just said.

"So you _do_ know who we are!" Sora cheers, pumping his fist.

"I'm telling you Sora, I _don't_!" Leon declares definitively. He reels back, shaking his head wildly. "What? Again? Argh, this is just weird!"

"You're telling me," Azlyn mutters under her breath.

"Look, Leon..." Telary begins, stepping cautiously toward the older man. He doesn't get more than a step before there's a loud noise of whistling air, and three solid thunks as a trio of shuriken embed themselves in the cobblestones in front of the wizard's feet.

"What's going on here?" A girl about Azlyn's height, dressed in bright colored clothing, jumps down from the roof of a building above. She lands by Leon's side, more shuriken already drawn.

"It's Yuffie!" Sora exclaims happily, smiling big at the sight of the self-proclaimed "Great Ninja".

"Quiet, Sora!" the girl snaps, giving him a cold look before she turns to Leon. "Now, what's all the yelling about? Aerith said she sensed some uncanny power brewing, and you making a fuss is about as uncanny as it gets!"

"You two know each other?" Leon asks, looking between Sora and Yuffie.

"Huh?"

"You called him by his name," the man elaborates. "And he called you by yours. That _would_ imply that..."

"I'm tellin' ya, this guy is a total stranger," Yuffie says, eyeing the trio again. "His little buddies too. But hey, if we already know all each other's names, that just saves some time on introductions!"

"You know what would save more time?" Azlyn snaps. "If you would just remember your friends!"

"Calm down, Azlyn," Telary admonishes his counterpart. "Look, obviously things around here aren't as they should be. You said Aerith sensed something strange happening?"

Yuffie nods vigorously. "She's one of those magical, in-touch-with-the-universe types, y'know? Usually it's just annoying and leads to me doing more work, but whaddya gonna do?"

"We should go see her then," Sora suggests. "This whole freaky thing is gonna give me a headache if it keeps up like this."

Leon nods, glad to have a course of action to follow. "Run on ahead and give Aerith the rundown, Yuffie. I'll stay with these three and make sure they keep safe."

"I'm telling you," Azlyn rages as Yuffie gives a smart salute and leaps back up to the rooftops, "we can deal just fine!"

"I've got _this_ , after all!" Sora gloats, brandishing the Keyblade.

Leon takes a startled step back. "The _Keyblade_? In the hands of some kid? Man, now I _know_ something is going wrong."

"What's that supposed to mean?" Sora asks, frowning petulantly. "I've earned this, thank you very much! Even used it to beat you!"

Telary frowns, leaning in towards his friend. "Did you? I thought you said Leon took _you_ down?"

Sora shrugs, maintaining his defiant expression. "Yeah, but for whatever reason he doesn't know that _now_!"

"Well, if you're so confident," Leon says, drawing his gunblade with a loud rasp of metal on leather, "how about a little demonstration?"

"You want some?" Sora banters back, a small grin spreading across his face. "Come and get it!"

"Oh boy," Telary sighs, taking several steps back. Now standing at Azlyn's side, he gives his partner a flat look. "Aren't you going to jump into this time-waster?"

"Why should I?" the knight replies with a scoff. "If Sora's gonna get his ass handed to him in a probably-not-to-the-death fight, it'll be much more fun to just sit back and watch."

Telary's only response to that is a heavy sigh.

"I hate to do this to a kid," Leon says, he and Sora beginning to circle one another warily, "but just maybe it'll teach you a lesson about mouthing off."

Sora scowls. "Oh yeah? Well, lesson _this_!"

The Keybearer charges, holding his blade high. Leon remains as still as a statue, expression unchanged from his usual mild boredom. It's a simple matter for the man to block his opponent's first strike, then second. When the third swing, a powerful overhand chop, comes blazing downward, it's a simple matter for him to sidestep and back away.

"Well," he says, returning his gunblade to a defensive position. "I can see you've handled swords before, Sora. Your swings are actually very well controlled."

Grunting at the (in his opinion) unnecessary commentary, Sora turns on his heel and sprints after Leon again.

"But you're telegraphing all your moves," the leather-clad warrior continues to lecture, casually turning aside another flurry of blows. "I can see everything you've got coming from a mile away."

The gunblade flinches in Leon's hand, moving upward. Sora reacts quickly, raising his own sword to block the oncoming swing. But it never comes, the move a feint. Instead of going up, Leon swings down, sliding under the boy's prepared defense and going for his torso. The hit lands, just slight enough for Sora to feel it, but not enough to cut.

Watching it all from the sidelines, Telary flinches. Azlyn's reaction is the exact opposite, chuckling a bit at seeing the great Keyblade master humbled.

"Be nice, Azlyn," Jiminy Cricket admonishes her from his perch on Telary's shoulder, shaking his head. "Remember, the castle's probably done a number on your skills too."

"This is why we used to keep you on the ship," the Disney Castle knight shoots back with a frown.

The mock duel, meanwhile, has slowed to a stop. Sora leans over, hands resting on his knees as he tries to regain his breath. Leon watches him coolly, still lecturing.

"You'll probably do fine against the lesser Heartless that roam around town," the man says, "but against anyone or anything with a little skill and half a brain, you're at a disadvantage."

"You hear that, Az?" Sora calls over his shoulder to his companions. "I could still take _yo_ _u_ on!"

Azlyn hasn't anything to say back for that. Instead, she simply employs a gesture.

"The point is, you should probably stick with me," Leon finishes his lesson, sheathing his gunblade once again. "We need to meet up with the others, anyway. C'mon."

Leon leads the way into 2nd District, Sora and his companions trailing along behind.

"Well, that was humiliating," Sora quietly laments, shaking his head in shame. "I know it's the way to find Riku, but this castle is not fun at all."

The group trudges on through the streets, passing no one else as they trek along. Telary does his best to stay near Azlyn, seriously unnerved by the ghostly emptiness that permeates the entire town. She allows him, mostly because she's feeling the same way.

"So, Leon," Sora asks their guide as they enter a very familiar looking alleyway. "Why is the town so empty? Is it because of the Heartless?"

"Well, Sora…" Leon begins. They keep walking a few seconds, the gunblade wielder's mouth open to answer his young friend's question. They're nearly at the end of the alley, and the small channel that leads into a sewer tunnel, when he stops in his tracks. "I don't know. There _are_ other people in town, but…" He sighs, shaking his head. "For the life of me, I can't remember any of them."

They enter the tunnel, and just as Sora suspected they end up in the underground tunnel he remember Leon using as a training ground. Yuffie is already there, along with Aerith. One moment, they're standing perfectly still, saying nothing. But when Sora and company enter, they immediately turn to face them.

Telary frowns. That's certainly strange. It's as if the pair were automatons, switched off until the trio and Leon entered the room. Interesting…

"There they are!" Yuffie exclaims, gesturing grandly at the new arrivals. That done, she turns to Aerith with a curious expression. "Well? Any alarm bells going off?"

"Please, Aerith," Sora practically begs. "Tell me that you remember me. I'm really getting tired of this."

The woman in the pink dress says nothing for a long moment. "Well," she finally says after a minute of scrutinizing Sora, "this is strange."

The trio groan, hanging their heads in frustration.

"Yeah, it's all very strange," Azlyn concurs, impatience bleeding into her voice. "And I thought I was used to strangeness after… Um, well, after everything we've gone through."

"I honestly don't know whether to say 'nice to meet you' or 'good to see you again'," Aerith continues, clearly trying to phrase things so as to not further upset anyone. "I certainly don't know any of you, but at the same time…"

"You know they belong here," Yuffie finishes, nodding sagely. "Yup, I got the same feeling myself. Never met ya, but it's not weird that I know your name."

"We have too met!" Sora exclaims, throwing his hands up in the air. "C'mon, guys! We took on the Heartless together, we were a team!"

"We brought you back home," Telary chimes in. After a second of thinking on it though, he adds, "Well, y'know. To _your_ home."

"I really don't have any recollection of any of that," Leon states firmly. Then, with a little hesitation, he adds, "But, at the same time… What you're saying sounds right to me. It, it _feels_ like the truth."

Sora shakes his head, still bewildered. He turns to look at Telary, the usual authority on all things cerebral in need of explanation. But the wizard looks just as confused as he is.

"This just can't be happening," Sora laments, sorrowfully rubbing at his forehead. "Back in Hollow Bastion, after we sealed the Keyhole, you told us that even if we never saw each other again, we'd all still be friends…"

"If we kept each other in our memories," Leon finishes, nodding. Everyone swivels their gaze to stare at the man. Sora, Azlyn, and Telary gape openly at the perfect recollection, while Yuffie and Aerith's eyes both light up.

"I guess you do remember!" Telary exclaims happily.

"I, um…" Leon is speechless, at a total loss for words.

"And even funkier, _I_ remember him saying that!" Yuffie declares, dumbstruck. "This is no coincidence, it can't be."

"As hard as it is to believe, I can't help but remember it as well," Aerith agrees thoughtfully. "But, it's not really what I think of as a memory. More like, I remember that I should remember it."

"This stuff is corrupting my brain," Azlyn groans. "You remember the memory, but not really? That's just confusing."

"If that's the case," Aerith continues, "then maybe it isn't really me remembering at all. Call me crazy, but I think maybe _Sora_ is doing all the remembering for us."

"That's absurd," Telary declares, though not with much conviction. After all he's seen in his lifetime, he's become very hesitant to dismiss anything offhand. No matter how ridiculous it may seem on its face. And boy, does this all seem ridiculous.

"How would that work?" Sora asks, remaining open-minded as always.

"And _don't_ use the word 'remember' in your explanation," Azlyn cautions the older woman. "I'm starting to really get sick of that word."

Aerith nods, giggling slightly. "It's your heart, Sora. That's where all of your memories are stored."

"I hate to interrupt," Telary, um, interrupts. "But actually, memories are stored in the brain. All throughout it, with neural pathways connecting…"

"I'm not talking about _science_ , Telary," Aerith sighs, shaking her head. "What you said may be technically true, but what good are memories if there's no feeling behind them? That's what I mean."

"Fine," the wizard accedes, though privately he stands behind his own explanation.

"Sora's memories are resonating in our hearts, then. What he knows we know, because both of our hearts see those memories as important."

"What kinda new-age mumbo jumbo is that?" Azlyn barks, crossing her arms tightly over her chest.

"I can't help but agree with Azlyn," Leon sighs. "It all does sound kind of odd to me. But I suppose it's the only real explanation we have. Sora's memories affect ours."

"If that's the case, I'd try not to remember anything too embarrassing, okay Sora?" Yuffie giggles. "I don't need my head cluttered with images of you being a doofus."

"So, everything comes down to me, then," Sora says, nodding thoughtfully as he mulls over the idea. "Like how that guy said my memories created this illusion of Traverse Town."

"And you're looking for someone here," Aerith chimes in. "Someone really important to you."

"How did she know that?" Jiminy Cricket wonders aloud.

"I guess it's Sora's memories reservating, or whatever," Azlyn says with a 'just go with it' shrug.

"If you're looking for someone, it would probably be best to take a stroll around town," Leon suggests. "It's a big place, after all. You'll have to be sure to keep an eye out for the Heartless though. They've been getting bolder lately. In fact…" Reaching into the pocket of his pants, Leon pulls out a small, blue-backed card.

"Another one?" Azlyn marvels, frowning at the otherwise inoffensive object.

"Found this while I was patrolling the other day." Holding up the card, Leon reveals that its front depicts the fearsome visage of a golden-furred lion. "Aerith sensed some power in it. So it could be useful. I thought it was a weird thing to find laying around, so I picked it up."

"Maybe you knew Sora would need it," Aerith ventures.

"Oh, would you just stop with the annoying mystic bit!" Yuffie laments, clasping her hands in mock-prayer.

"Totally agree with her," Azlyn says with a nod.

Aerith only shrugs. "I just have to say what I feel is right."

"In any case," Leon finishes, quite exasperated by all the interruptions himself, "it might be just the thing to use if you get in a tight spot."

 **KH-KH-KH**

The trio (and Jiminy) spend what feels like hours wandering around Traverse Town, investigating every nook and cranny they can. Even with all their determined searching, they can't find hide nor tail or Riku and King Mickey.

"Wandering around Traverse Town, looking for someone we just can't seem to find," Telary chuckles. "If we're talking about memories, that sure is one that's all too familiar."

"When did we search Traverse Town?" Sora asks.

Azlyn shakes her head at that. "You weren't with us yet. It was just me and Telary, on a crazy search for 'the Key'."

"Me," Sora infers, nodding. "Well, you found me alright." Grinning, the boy playfully rubs at his spine. "To be honest, I don't think my back has ever been quite the same after you two fell on me."

"You big baby," Azlyn says with a laugh. Reaching out, she playfully swats at the boy's arm.

"Wow," Telary says from up ahead, drawing his companion's attention back to him. They rush to catch up. "Talk about your serendipity."

Just down a staircase, past a yellow neon-light lit mural of two dogs kissing that Sora always found strange, is the very plaza in which the trio had initially come together. Looking up, Azlyn spots the balcony she and Telary had been booted off of by the Heartless.

 _Bark, bark!_

The sudden loud noise snaps the trio out of their reminiscing. Looking down into the plaza, they see a medium-sized yellow dog come padding out of a side street. It raises its head to look them over, letting out another happy bark.

"Pluto?" Telary declares, already rushing down into the plaza itself. The other two follow him down, and the yellow dog goes ballistic.

It rushes up to the trio, happily yipping and prancing all about. Smiling, Sora reaches down to pet the pooch. Pluto clearly enjoys that, tongue lolling happily. Azlyn, meanwhile, tries her best to keep her distance.

"I guess Pluto's here too, then," Telary declares, accepting an affectionate nuzzle from the canine. Dropping down to the dog's level, he takes Pluto's head in his hands and gives him a sincere smile.

"We _were_ following him when we came upon the castle," Jiminy points out. "But, didn't he have a letter with the king's seal on it?"

"Yeah, he did," Telary agrees, looking back into Pluto's eyes. "Where's the letter boy, hm? King Mickey's letter?"

The dog's head tilts to the side, confusion evident on his doggy face.

Telary frowns. "That's weird. Pluto's a smart dog. He should at least know something about the letter."

"C'mon, mutt," Azlyn growls at the canine. He gives her a doggy sneer right back. "If you're holding out on us…"

"Wow."

Startled by the sudden intrusion, the trio whirl around to its source. Standing at the top of a staircase leading down to the plaza is a familiar grizzled blond man. He looks down at the trio in bewilderment, mouth chewing on a thin wooden toothpick.

"This is weird, even for you, Sora," he comments, stepping down into the plaza with his arms crossed. Halfway down the stairs, he pauses suddenly. "Wait a minute. I don't know you!"

"But you knew my name, Cid," the Keyblade wielder points out. He frowns, hoping that this strange case of spontaneous recognition won't delve into another theorizing session about the nature of memory. A guy can only take so much.

Cid frowns. "Well, yeah I did. I mean, c'mon kid. Ya got that stupid spiky hair, the weird baggy pants boy-romper. Sounds like a Sora to me. And I see you know who I am as well."

"Saves time on introductions at least," Azlyn chimes in with a slight grin.

"But what I don't know, Sora," the grizzled old engineer continues, "is why you're wanderin' around the streets with Heartless as thick on the loose as they are."

"Thick?" Telary asks, looking around at the empty plaza. A stiff breeze blows through it, the whistling wind only amplifying the place's sparsity. "We've been walking around this town for a while, and we haven't even seen one."

"That so?" Cid leans back on his haunches, scratching thoughtfully at his chin. "Lucky break I guess. But you'll definitely wanna hightail it outta this plaza here. There's this big bell the next district over, and story is that a huge Heartless shows up whenever that thing chimes."

"Dinner time?" Azlyn remarks with a sly wink.

"Only if a buncha stupid-ass kids are dumb enough to stick around when it shows up," the engineer quips right back, straight-faced. "If you value your lives, you'll amscray while the gettin' is good." Apparently determined to lead by example, Cid takes off straight towards the plaza's exit.

Telary watches him go, frowning. "Should we maybe, y'know, take his advice?"

"You mean run away?" Azlyn scoffs. She crosses her arms tight, looking around the plaza as if daring anything to spring upon them. "Not likely."

"Azlyn's right!" Sora chimes in cheerily. "I wanna see this Heartless! Can't be _that_ tough!"

"You two are impossible," the wizard mutters, throwing his hands up in surrender. "Do I need to remind you two that, as of right now, none of _us_ are exactly that tough either?"

"If there's a Heartless, Telary, we take care of it," Sora petulantly reminds his older friend. "That's what being the Keyblade master means."

"And it's just a rumor, anyway," Azlyn chimes in, transferring her hands to her hips. "Probably nothing but some spooky ghost story people made up to…"

 _BONG_

The trio shut up and go frozen as the thundering noise pierces the plaza's air. By the time the bell unleashes its second chime, they've recovered and gone into fighting positions. Pluto barks once, then promptly takes off into a nearby alley.

"Okay," Azlyn mutters to herself and her companions (though predominantly the former). "Here we go. C'mon Heartless."

Sora psyches himself up as well, gaze darting around the plaza. After a quick finger-flexing, he wraps both hands around the Keyblade's hilt.

"Two whole other paths," Telary grumbles privately. "But _no_ , we just had to take the one the spooky cloak guy went down."

The group's fourth member, Jiminy, sinks lower into Telary's pocket. He's no fan of the Heartless, of course, but what can a guy do when he's only a few inches tall?

"Incoming!" Sora shouts, pointing up to the sky. Giant metal pieces fall from the heavens, landing in a heap on the plaza's pavement. Their impact seems to shake the entire world.

Two hands, two feet, and one giant purple torso with the Heartless symbol displayed prominently on the chest all form up to an approximation of an extremely stocky but intensely well armored being, legs planted firmly on the ground, but torso and clawed hands floating independently. In the next second, a large helmet, steely visor closed down, floats gently above the top hole of the torso armor.

"This seems familiar somehow," Sora notes, raising the Keyblade in front of himself.

"Déjà vu all over again, eh?" Telary agrees with forced cheer.

"Yeah, I remember how it ended too!" Azlyn roars, charging forward to meet the giant Heartless head-on. One of its huge hands swipes at her, but she dodges to the side easily. Rolling back to her feet, the knight draws back her shield arm and throws the disc. It impacts against the creature's foot with a clang, then flies off to the side of the plaza.

The arms are already menacing Telary and Sora. The Keybearer whips his blade up to knock the diving appendage away, but Telary can only stumble into an awkward backward roll. The arm swoops down after him, its sharp claws set to skewer. The wizard begins to murmur a Reflect spell to save himself, only to quickly realize that his memory problems have rendered such a defense useless.

Luckily, Sora is there to help his older friend out. As the arm shoots down the boy swings out, the Keyblade's blunt edge smacking a dent into the metal limb. It goes flying off like a well-hit baseball, smacking into a wall on the other side of the plaza.

"Thanks," Tel says as Sora gives him a hand up. Gasping, the wizard suddenly whips his staff up and shoots off a fireball. It flies over Sora's shoulder (who swears he feels the heat singe the tips of his hair), and intercepts the second arm flying towards the pair. They collide, the fireball's heat and force halting the assault.

Azlyn is having her own troubles on the plaza's other side, Guard Armor's feet stomping after her. She ducks to the side, lashing out with a kick of her own. The knight's shoe is well-reinforced, putting a fist-sized dent in the appendage's chassis. The second foot swings towards her, but she flips forward.

From the flip she lands on her belly, wincing at the force of the impact. It seems the memory wipe of her skills have affected acrobatic ability as well. But it turns out to be a disguised blessing, for the move gives her enough forward slide to reach her shield. She quickly whips around to throw the disc at her opponent, but by then the Heartless's main torso is already descending on her. With a yelp, she scrambles backwards.

With most of its limbs having taken some beating, the Guard Armor quickly regathers itself. That luckily gives Sora, Azlyn, and Telary a chance to regroup as well.

"I don't think I remember getting our butts kicked like this last time," Sora notes.

"Which means this castle's got us even weaker than we used to be," Telary says nervously. "And without most of my spells…"

"Just keep hitting it," Azlyn barks, raising her shield as Guard Armor begins a slow, lanky stomp over to the trio. "We made some dents already. Just gotta do more."

That's all the time they can spare for a strategy session. The Guard Armor's arms begin to whirl around its body, which separates from the Heartless's feet and comes flying at the trio like an angry buzzsaw.

The group dives aside, Sora left and the other two right. Its initial pass a bust, the Armor completes its arc and turns back. With its opponent having separated, the Heartless decides to focus on a single target: The Keyblade master.

The creature's feet leap towards Azlyn and Telary, landing between the pair and scattering them with the impact. Staggering, Azlyn swipes out blindly, the edge of her shield grazing one armored foot in a shower of bright sparks.

Sora dodges the torso and arms' second pass, charging instead towards his troubled friends. Leaping up, he brings the Keyblade down hard on the foot stomping after Telary. The Keyblade's impact smacks a deep crater in the appendage, large as a human head and a foot deep at least. Landing, Sora swings upwards, slamming into the same spot.

It's the foot's last straw. The armor ruptures, dark energy spewing forth as it flies into disintegrating pieces. In its place, a mysterious green-backed card falls to the ground. Sora pays it no mind, running as the arms-torso combo comes barreling down on him again.

Telary, however, is intrigued. He quickly bends down to scoop the card up, turning it over to examine its face. The symbol there is shocking enough to almost make him drop it back on the ground. Three familiar circles, arranged in a shape reminiscent of His Majesty King Mickey Mouse's head. The royal seal, colored bright green against a black background.

"What's that there, Tel?" Jiminy asks the wizard, making a fairly impressive leap from his pants pocket to his shoulder.

"Card," the redhead says, waving it a bit. "It came out of the limb when Sora broke it."

"I see." After a moment of observation, Jiminy's eyes go wide. "Wait a minute! Isn't that…?"

"Yeah, the king's seal," Telary confirms. "But what does this card have to do with the king?"

Across the plaza, Sora ducks a punch from one arm, then quickly leaps back as the other swoops down after him. He bats it away with the Keyblade, putting another deep dent in the armor. Meanwhile, Azlyn dodges a kick from the remaining shoe. She quickly whips her shield at it, but the shot goes wide and misses.

"Damn it!" the knight yells, back-flipping away from the limb. Once again she's unable to quite stick the landing, falling to her knees. "Yikes!"

The pained cry of his oldest friend stirs Telary from his contemplation over the card. He turns to see the knight on the ground, Guard Armor's metal foot hopping toward her. Clutching his staff tight, the wizard breaks into a run, mentally preparing a fire spell. He hurls it as he reaches the girl's side. It explodes against the charging limb, breaking into in a million shadowy particles.

That taken care of, he kneels down at Azlyn's side. "Are you okay?" he asks, a concerned hand on her shoulder.

She nods, trying to play it off. "Yeah, I m alright. C'mon, let's… Aaargh!" The knight tries to stand up, but pain shoots through her legs, forcing her back down to the ground.

Telary grimaces, wincing at his counterpart's pain. "You aren't okay at all, are you?"

"It's nothing, okay?" she snaps back. "Just heal me and… Oh, right. You probably can't."

"No," Tel admits with a sigh. "Cure magic is the most complicated of all. Argh, this whole situation is…!"

"Guys!" Sora yells from across the plaza. Looking up, the pair see that Guard Armor has once again formed up, arms and torso floating together above the ground. It lashes out with two quick punches, Sora barely blocking them and being forced back by each one.

"Help him!" Azlyn bellows, slapping her friend lightly on the shoulder. "I'll be okay, just go and…"

Sora misses the Heartless's next punch. It catches his straight-on in the chest, sending him flying back. He lands in a heap next to his friends, gasping in pain. It looks like he's trying to say something, but no words come out.

The Guard Armor swivels to face its fallen opponent, arms revolving around its conical torso once again. It approaches slowly, as if relishing the terror it's causing.

"Oh, dear!" Jiminy yelps, hiding his face under his hat.

Telary shoots off a fire spell, but the flames only dissipate against the Heartless harmlessly. He tries another one, but to the same effect. Slowly but surely, the creature advances. There doesn't seem to be anything that can be done.

 _Suddenly, a memory flashes in his mind. The hooded man stands before them, back in 1st District where they'd entered town. "In this castle, all power lies in cards._ "

The memory plays itself through his mind in an instant, and abruptly Telary realizes what he's got to do. Reaching down to his pocket, he draws out the King's Emblem card. Sparing not a second to mull over his decision, the wizard hurls it at the Heartless.

The card impacts against its torso, exploding into white light. The trio are forced to avert their eyes, and when they look back…

The parts of the Heartless lay scattered in a heap, twitching but seemingly unable to move. The shock of the sudden reversal of fortune gives the trio pause, but its clear that's a waste of precious time. Telary rises to his feet, pulling Sora up along with him.

Though still in a bit of pain, the Keybearer's eyes narrow in focus. Grunting, he charge forward and brings his blade down on the fallen creature. A single swipe eliminates one gauntlet, then the next. Only the torso remains, twitching more violently and attempting to rise into the air.

"Don't think so!" Sora yells, bringing his blade down in a powerful thrust. Despite its bluntness, the Keyblade's tip pierces the torso armor. The creature begins to splutter and shake, dark energy consuming it from inside-out.

Exploding into vapor, the Guard Armor only leaves behind a crystalline blue heart. It rises into the air, then vanishes.

Sora turns back to his comrades, only to notice that Azlyn is pointing up at something. Reversing himself once again, Sora looks up to see yet another card floating down. This one depicts the Guard Armor's steel visor. Reaching up, the Keybearer grabs it.

Reacting with a pulse of glowing light, the single card splits into three. One with a Keyblade depicted, another with a shield, and the third bearing the image of a bright green leaf. The cards fly out, one towards Azlyn and the other Telary. Both of the Disney Castle pair catch their corresponding cards, which dissolve into them. Sora's own card, the one with the Keyblade, does the same.

"Whoa!" he declares, his entire body seeming to fill up with energy.

"I remember how to Cure!" Telary exclaims, jumping for joy. He's a little too joyful it turns out, and Jiminy Cricket falls from his shoulder with a yelp.

"Great," Azlyn mumbles, wincing as she gives her injured leg a ginger touch. "You wanna spread it around?" Nodding happily, Telary waves his wand over her, green energy covering the knight's body. When it fades, she feels good as new.

"More cards," Jiminy notes thoughtfully. As Azlyn regains her feet, the chronicler leaps up on her shoulder.

"That guy said they were the key to power in this castle," Telary reminds the group. "That's how I knew to use that one I found. Lucky for us that memory popped into my head just in time."

"Well, I'll be!"

The boisterous voice catches everyone's attention. Turning to the plaza's entrance, they see Cid approaching at the head of a group with Leon, Yuffie, and Aerith.

"I guess you're a little more capable than I thought," Leon remarks as the group stops in front of the trio. "That Heartless has been terrorizing this plaza for… Well, as far back as _I_ can remember at any rate."

"Anyway," Yuffie butts in with her usual chipperness, "did you find your friend, hm?"

Sora sighs. "No, I didn't. But he's somewhere in this castle, I'm sure of it."

"What the hell are you talkin' about, boy?" Cid asks gruffly. "No castles around here."

"But we're _in_ Castle Oblivion," Telary says, only prompting more confusion from the old engineer.

"Relax, Cid," Leon orders his friend. "I think these three know something we don't. They're aware that reality is bigger than just this world."

"You make it sound like we're super confident," Sora sighs. "But honestly, I only _wish_ I was so sure. Of anything!"

"Oh, you'll be fine!" Yuffie declares with a playful giggle. "I may not remember you guys, but somehow I know you're the kind of people who can handle yourselves."

"She's right," Leon agrees. "I have confidence in you. Memories or not, I know you in my heart."

"Thanks, Leon," Sora says, smiling at the leather-clad man.

They say their goodbyes, and soon enough Leon's group leave back the way they came. With them gone, the plaza is once again empty.

"Now what?" Azlyn demands with her usual bluntness. "We searched the whole town. How do we get outta here?"

Telary's head whips suddenly to the left. "I may have an idea on that. Look there!"

At the end of a short alley is a wooden door with a fiery symbol carved on it. A faint glow shines out from underneath it. As if that's not confirmation enough, for a split second a silvery sheen covers its wooden face.

"I am so lost," Azlyn mumbles, hopelessly shaking her head. "C'mon, let's check it out."

The Disney Castle pair moves to examine the potential exit, and Sora prepares to follow. Before he can, however, he hears a soft "ahem" from behind. Turning to the noise's source, he's shocked to see Aerith standing before him.

"Uh, hey," he greets the woman in pink. "Didn't you leave with the others?"

"I had to talk with you," she says plainly. "I think… Well, it's just that it occurred to me that…"

"What's going on?" Sora asks seriously.

"There's something I thought you should know," Aerith answers, looking rather unsure of herself. "You said your memories created this town, correct?" The Keybearer nods. "If that's true, then it's just a figment of your mind. As am I, and all the others."

Sora frowns at this assertion. "That's crazy, Aerith! You're not a figment, I'm looking right at you. And I explored the whole town! It's just like I remember it, every last detail."

"That's exactly it," Aerith argues, shaking her head sadly. "It's just as you remember it. Your memories are bringing it all to 'life' in front of you." She steps closer, and Sora can see the urgent look in her eyes. "I'm not really me. There are things I should remember that I don't. And I keep getting all these strange senses when I shouldn't. Illusions, that's all this is, me and Leon and the whole town. And on the journey ahead, I'm afraid there are only more illusions in store for you. All from your memories."

"I don't really know what to say," the Keybearer admits honestly, rubbing at the back of his head. "This doesn't make a whole lot of sense. Nothing does right now."

Aerith sighs. "All I'm saying, Sora, is that you should be careful not to put too much trust in the things you see. If you do, then your memory could deceive you. Try to lead you astray."

"Astray how?" Sora demands, taking a surprised step back.

"I'm only just another illusion," Aerith admits, shrugging limply. "I don't have all the answers. But I ask you again, please be careful who and what you put your trust in." She smiles thinly. "Maybe even when it comes to me. Don't be distracted by the illusions. Hold on to what's important."

"I…" Sora begins to say, still monumentally confused.

"Uh, Sora?"

Azlyn's voice is like a bucket of cold water, pulling Sora out of his thoughts instantly. The boy whips around, seeing his friend standing at the plaza's edge with a cross look on her face.

"Oh, sorry," he apologizes. "I just got distracted, talking to Aerith. I'll be there in…"

"Aerith?" Azlyn scoffs, her frown deepening. "What are you talking about, she left with the others!"

Sora opens his mouth to protest, but something in him stirs him to check behind him first. His jaws drops even further at the empty space before him.

"Huh?" he stutters. "What was…? She was just standing right here!"

"Are you okay, Sora?" Telary asks, walking to Azlyn's side with a look of concern at the younger boy.

"Apparently he's seeing things," Azlyn crossly informs her counterpart, prompting a frown. "This isn't the time to mess around, Sora." She clutches at her temple. "I've got a nasty headache suddenly."

"You too?" Telary asks his friend, grimacing a bit himself.

The knight nods. "Yep. Feels like somebody reached into my brain and scooped some of it out. Maybe it had to do with those cards we took in."

"It is a bit disconcerting that we didn't get a list of possible side effects beforehand," Telary agrees, rubbing his scalp gingerly. "It could account for Sora thinking he saw Aerith, too."

"Maybe you're right," Sora says as he moves to join his companions. The words sound convincing enough, but in his heart… He's not so sure at all.


	3. Fire

Once again, the trio must shield their eyes as they step into the white halls of Castle Oblivion.

"Back here again," Azlyn notes, casting a suspicious eye over everything.

"Did you enjoy meeting your memories?" a familiar deep voice asks. Once again, the hooded man in black stands before them. He looks as impassive as ever.

"It was kinda nice, seeing everyone again," Sora admits with a shrug. "But it was majorly weird too." He recalls Aerith's words. "Just an illusion."

"Indeed."

"But why show us that?" Telary asks. "Why bring us back to friends who don't even know we're friends?"

"This whole operation is fishy, if you ask me," Azlyn agrees, menacingly drawing her shield. "What do you want for us, anyway?"

The man's hood tilts, somehow conveying amusement. "Oh, that depends, my dear. What have you to give?"

"Oh, c'mon man!"

Dark energy swirls at the end of the room, another man in black stepping out. The first thing Sora notices is just how gaunt he appears. His long coat is the same as the hooded man, but his thin face is unobscured. Long spikes of red hair spill down his back, and two black tattoos like teardrops decorate the undersides of his eyes.

"You really love laying on that 'cryptic' crap, dontcha?" the newcomer taunts his apparent counterpart. "Kinda cliché, ain't it?"

The hooded man doesn't move a muscle. "And what exactly is it that you want, hm?" From the tone of his voice, this redhead is obviously not the mysterious figure's favorite person.

The newcomer shrugs. "Just got bored, is all. With you coming down here to hog the hero, how else should I keep entertained?"

"If it's a diversion you seek," Hood says sardonically, "why don't you go ahead and administer the test?" With a flick of his wrist, the mysterious man tosses something across to his ally.

He catches it easily, a smirk spreading across his face. "Oh, bet I'd just about die of happiness."

"Very well." With a swirl of energy, the original man in black disappears.

"Who the hell are you?" Azlyn roars, drawing the shield off her back. Beside her, the others prepare weapons as well.

"What a way to say hello!" The redhead declares with a chuckle. Something in the noise doesn't sound quite right, though. It's a bit too manic, perhaps. "Name's Axel. Get it memorized kids, because it's my show now!" Reaching out his hands, Axel summons two strange spiked discs in a whirl of flames.

"So, it's a fight you want!" Sora yells, stepping closer to his opponent and brandishing the Keyblade in a show of strength.

"You pick up on things pretty quick, kid!" Axel says in a somewhat complimentary fashion. "I'm in the mood for a good rumble, and not just 'cause it's on orders. But to tell ya the truth, I ain't exactly interested in a three-on-one."

The gaunt man's wrist barely twitches, but suddenly a wall of bright orange flames springs up. Sora yelps and leaps forward, while Azlyn and Telary move back. The fire separates the trio, leaving Sora alone against Axel.

"Sora!" the Disney Castle pair both cry out. Azlyn attempts to rush the firewall, but Telary wisely holds her back.

With no other options, Sora crouches again in a fighting stance. For a long minute, he and his new enemy just stare each other down.

"Okay, this is good!" Axel declares, a certain wildness in his voice once again. "But now that we're getting to know each other better, Sora, don't you go dying on me!"

With no other warning, the redhead hurls his discs forward, flame wreathing them. Sora raises his blade, batting them aside with two quick hits. As if by their own accord, both discs immediately fly back into Axel's hands.

Sora charges, sensing an opportunity. He swings out with the Keyblade, targeting the redhead's torso. He proves to be quick, though, easily raising his strange weapons and blocking the blows. He quickly jabs one out, and Sora grunts in pain as a bladed edge tears a small gash in his shoulder.

The Keybearer disengages, hopping back out of range. But range is no object for Axel, who simply flicks his right-hand weapon at the boy. Sora sidesteps, rushing forward. He swings again for the redhead's torso.

Axel tries to bring his left-hand disc up to block, but he's too slow. Sora lands a solid hit, sending the man sliding back.

"Nice!" Axel congratulates him for some reason, raising his open right hand and catching the thrown disc again. "Okay, Keyboy. Try this on for size!"

Axel's weapons leave his hands, spinning and raising through th air until their both at equal height with his head. Suddenly flames wreathe them again, and with a mere thrust of his empty hands Axel sends the discs after Sora.

Sora leaps forward into a roll, feeling the heat of the flaming discs on his neck as he tumbles forward. Landing on his feet, the boy lands and thrusts his weapon upward, slashing into Axel yet again.

The redhead grunts and again slides back. Flames gather in his hands, returning his discs. They only last a second, then are dismissed once more in fire. Axel straightens out of his attack stance, smirking.

"You are the real deal, then," he says with something that oddly seems like satisfaction. "Good thing, too."

"What are you talking about?" Sora demands, still ready for battle.

"You really wanna know?" Axel asks, the taunting quality of his words unmistakable. He reaches into his cloak and pulls out the same object his hooded friend had thrown him. With a casual flick, he tosses it at Sora.

The Keybearer reaches out and catches it, quickly examining the item in his hand.

"Cards?" he says, dismissing his blade and rising into a relaxed stance. Behind him, the firewall dissipates and allows Azlyn and Telary to rush forward and look over his shoulder. "More of them?"

Axel nods. "Yep. If it's understanding you're after, you'll need to get higher up in the castle. And to do that…"

"We need the cards," Telary finishes. The wizard opens his hands and Sora puts the cards in it. Frowning he quickly sorts through the stack. "These cards… They all have pictures of worlds on them. Worlds we visited!"

"You're the sharp one, I can see," Axel says with a grin. "Not unexpected, one crimson-haired dude to another. Follow your memories, boys and girl. Trust what you remember, seek out what you've forgotten… and I guarantee you'll find someone very special."

"Riku?" Sora asks, perking up at the thought.

"The king?" Azlyn suggests herself one eyebrow raised.

"Is that what you think?" Axel chuckles, seeming to relish his crypticness despite his earlier dismissal of Hood's similar statements. "You'll just have to think hard on who's really important to you, Sora. The most precious memories are those deepest in our hearts. Often, they're out of reach. But you can find yours, Sora."

The Keybearer frowns at him. "How, exactly?"

"Just look for the light in the darkness," Axel says, his grin turning ever-so-slightly more threatening. "See if you can remember what you forgot that you forgot."

Azlyn groans loudly, giving the black-clad man a death glare. "That has got to be the stupidest thing I ever heard!"

"It is phrased rather oddly," Telary agrees.

Unexpectedly, Axel throws his head back and laughs. It lasts for a few seconds, the man looking up at the ceiling. When he faces the group once again, the redhead looks almost disappointed by something. Unsatisfied.

"What a hypocrite am I, huh?" he declares, shaking his head in apparent bemusement. "Look, I guess if you need a hint, I'd be willing to provide one. Mysteries can get so dull after a while. Whaddya say, Sora?"

The Keybearer is silent for a long moment, contemplating his answer. It sure would be nice to have some clue as to what's going on, but still…

"I don't think so," he finally answers, shaking his head. Azlyn and Telary both look at him with raised eyebrows. "I'd rather find out on my own." Without warning, the boy's eyes narrow. "And if you get in my way…"

Axel rolls his eyes. "Yeah, yeah. Whatever kid. Still, that's just what I expected from the Keyblade master." He holds up one finger. "A word of caution, though. Be careful, Sora. When your sleeping memories awaken, you just might not still be you."

His piece said, Axel escapes in a swirl of dark energy. Behind where he'd been standing, where there once was only a way, a white marble staircase leads upwards.

"Weird," Azlyn comments, not hiding the disgust in her voice.

"I guess we should keep going," Telary says, making his way towards the stairs. After exchanging a quick look, his younger compatriots follow behind him.

The next floor is almost identical to the first, including the wooden door at the end. Sora stops a second, feeling a strange rustling in his pocket. Curious, he reaches down and pulls Jiminy Cricket out.

"Something wrong?" the boy asks.

Jiminy nods. "What that Axel said just bothers me. That talk about Sora not being himself."

Sora scoffs. "Oh, that was just to freak us out." He doesn't add that it may have worked a little bit. "I mean, how can I be anyone but me?"

"I know, I know," Jiminy relents with a shrug. "But still, I'm a bit uneasy. Who knows what can happen in a place like this!"

"We'll be fine, though," Sora assures the little chronicler. "We just have to stick together. We've already faced one crazy castle that way!"

Azlyn frowns at that. "Really? We did? Huh, I don't think I remember." Telary just looks puzzled as well.

"C'mon, guys, you know what I'm talking about!" Sora protests. "Right? It was important to you two somehow. I think?"

"Are you talking about _Disney_ Castle?" Telary inquires. "That's the only castle I can remember. Certainly the only one that's important to us."

"Okay, okay," Azlyn says, holding up a finger to signify a conversational halt. "I think I know what Sora means. There _was_ a castle, not Disney Castle. It had all those weird machines, right?"

"Yeah!" Sora agrees, nodding vigorously.

"Machines…?" Telary repeats, seriously mulling it over. After a contemplative minute, he perks up. "Okay, Sora, I think I got it too. I can't remember the name, but I remember the machines. And, um, a big library!"

"Of course you'd remember a _library_ ," Azlyn comments with rolled eyes.

"And it _was_ important," the wizard presses on. "I think it had something to do with Kairi, though. Your friend Kairi."

"Uh, sure," Sora says, evidently still a bit bewildered. Without warning, he shakes his head vigorously. "Look, lets just keep going, alright guys."

Shuffling through the cards in his hands, the Keybearer draws one randomly from the stack. He steps quickly up the stair's at the end of the hall. The wooden double doors loom in front of him. Sora holds up the card, light flashing over the doors. They open of their own accord, once again bathing the group in light.

 **Well, I finally decided to take the plunge! Here it is folks, Keys to the Kingdom: Chain of Memories! I've wanted to do this for awhile, but I held back until I could figure some things out. The biggest hurdle, of course, was figuring out how to play Naminé's memory manipulation with Azlyn and Telary. I think I've got it though, so why not do my own riff on this fun story.**

 **So, just to give some idea of how this'll go, my intent is to post two chapters at a time for the first nine floors. That way, if anyone wants to skip the Disney story and just get with the main plot, they can easily do that. I should probably just skip them altogether, but I refuse! Honestly, I see those stories as a true test of my creativity. Plus, it gives me an even 30 chapters, a very clean multiple of five.**

 **Writing this concurrently with Life Goes On (and finalizing plans for KttK III) without neglecting one or the other will be a bit of a test, but I'm confident I can face it. Maybe.**

 **Anyway, as usual, until next time everyone!**


	4. Wishes

A vast dessert stretches as far as the eye can see. Endless waves of coarse sand burn beneath the heat of the sun. The only refuge is a sandstone city, wide streets and narrow alleys offering some small protection from the blistering temperatures. And hovering over it all is the golden dome of the city's palace.

When the girl in white finishes, she down at the nub of crayon in her hand. A small sigh is all the mourning it receives.

Agrabah

A wave of heat hits Sora head on, unexpectedly sending him stumbling out of the door he just opened and onto a dusty street. Light shines from above, harsh and unforgiving. All around him are tall buildings of sandstone. Wooden stalls with brightly covered awnings stretch up and down the streets, displaying all manner of products.

The overall effect is quite disorienting, to say the least.

"Ugh!" Azlyn moans, stepping up beside Sora on the street. Grabbing the collar of her shirt, she begins to fan herself. "This is terrible!"

"I can't help but agree," Tel replies as he wipes suddenly appearing sweat from his brow. He frowns. "Do any of you ever remember visiting anywhere that was this _hot_?"

His younger companions take a few moments to think on the question. "Y'know, I actually think I do!" Sora declares excitedly. "We were in a desert, right? And, um… We were flying?"

"Well, if the card took us here, then we probably were here," Azlyn chimes in. "Y'know, the actual here, and not this not really there here."

"Perhaps," Telary suggests, shaking his head to prevent further puzzling over what exactly his counterpart just said, "it's best to just not think about it, hm? This is just a floor of Castle Oblivion, so we'll need to find the exit."

Sora frowns. "So we just start opening doors? That doesn't sound very…"

The Keybearer doesn't get to finish his complaint, as suddenly a loud crashing noise fills the air like a gunshot. It's coming from down the street, the trio's heads instinctively whipping towards its source.

A young man in ratty clothes skids around the corner. He starts booking his way up the street, heading straight for the trio. For a moment they're puzzled, but they immediately understand the situation once a group of Bandit Heartless charge after the young man, swords held high and gleaming in the sunlight.

"He's in trouble!" Sora cries, Keyblade immediately springing to hand in a flash. Without hesitation, the boy rushes head-on into the oncoming chase.

The young man the Heartless are after skids to a stop, confused by this boy suddenly rushing toward him with a drawn weapon. His hesitation allows the Bandits an easy opportunity to overtake him, but Sora is already there.

The Keyblade swings out in a wide arc, cutting immediately through a Heartless's midsection. Two scimitars swing towards Sora as his opponents register the threat in their midst. Reacting quickly, he turns his blade to block them.

Azlyn's shield slams into one, knocking it back and freeing Sora to focus all his strength on the single remaining creature. He pushes against its blade as hard as he can, knocking it off balance and lending himself an easy opportunity to cut it down. He vaguely hears the _whoosh_ of a fireball flying past him, burning through the remaining enemy.

"Are you okay…?" Sora turns to the young man he's just saved, a flash of recognition sparking somewhere in his mind. His mouth opens to say the name that goes along with his face, but finds nothing there to match it to.

"Aladdin," he replies, smiling at his rescuers. "That was good timing, you guys. I thought I was done for."

"I wouldn't relax yet," Telary speaks up, nervously waving his staff back up the street. Another force of Bandits comes around the corner, inky black Shadows sliding around their feet.

"No big deal," Sora scoffs, whirling the Keyblade with a proud flourish.

Loud footsteps alert the group to a sudden threat from behind. Aladdin whirls to face it, his jaw dropping when he sees a huge Heartless step around the corner. It rears back as if sucking in a breath, then lets loose with a long tongue of flame.

Azlyn is luckily paying attention, and raises her shield as she dives in front of Aladdin. The metal disc blocks the attack, diffusing the heat with its semi-magical alloy. A yelp from Telary turns the knight's attention around. Her head whips back just in time to see a second Fat Bandit walk up behind the other Heartless group.

"Uh, I'm starting to think that this actually _is_ a big deal," Aladdin brings up sheepishly.

"I'd have to concur with our new friend," Telary says nervously, wishing that he himself had a convenient place to hide.

Even Sora, as bravado-stuffed as ever, can't hep but agree. He keeps his blade raised defiantly, but it's suddenly becoming quite a bit more difficult to hold up.

"I guess we've got no other choice then," Aladdin declares cryptically, reaching into the pocket of his ratty pants. He draws forth a shining gold object, holding it up in front of him. It's a small oil lamp. "Time to see if everything he said was true!"

As the young man begins rubbing his lamp, Azlyn raises a skeptical eyebrow. "Uh, dude, unless that's some kind of desert gun…"

The lamp shakes once, thick blue smoke drifting out of its nozzle. The smoke gathers into a cloud in the air, then explodes. A strange being emerges, blue from head to tail. Looking around, the newcomer's eyes widen as he takes in the situation. And then they actually pop out of the creature's head, with a noise like a tuba being unclogged.

"Yiks-a-roni!" he declares fitfully. Looking down to Aladdin, he says, "I've got a pretty good guess on what your first wish is gonna be here, Al. But, y'know, ya gotta say it nice 'n specific-like!"

"I know, Genie!" the street rat replies, smirking. "Just get rid of these guys! That's my first wish!"

Genie smiles widely, surveying the Heartless. "Your wish is my… Yadda yadda yadda, you know the drill. One Heartless disappearing act, comin' up!"

Raising a finger into the air, Genie blinks but once. And just like that, all of the Heartless are gone. It's almost as if they never existed.

"WHOA!" Sora, Azlyn, and Telary simultaneously exclaim.

"Oh, STOP it you three!" Genie croons, waving his hand dismissively. "You're gonna make me blush." after a moment of consideration, he shrugs. "Though, y'know, I guess a _little_ applause wouldn't hurt."

"Looks like everything you said was true," Aladdin says, nodding at his wish-granter.

Genie gasps, an offended hand flying to his chest. "You wound me, sir, to have suspected otherwise."

"Uh, thanks for getting rid of the Heartless," Sora says, reminding the native pair that there are three other people involved in this scene.

"Though you could've done it a little sooner," Azlyn adds.

"It's not that simple, Lil Lady," Genie explains, shaking his head chidingly. "For you see, as great and phenomenal and cosmic as my power to grant wishes is, I am bound by the rules which state…"

"You can only grant three wishes," Telary finishes. It surprises everyone, not the least of whom is the wizard himself.

"How curious!" Producing a comically large magnifying glass, the big blue lug inspects Sora and his comrades. "Might you have shopped with us before?"

"Uh, no I haven't," Tel nervously stammers out, adjusting his collar to deal with the desert heat. He steps back and nearly collides with Azlyn, who puts out a hand to stop him. "I just, uh… Well, it was just a guess. I, uh, guess."

Genie scoots away from the trio, crossing his arms sternly. "No prizes for guessing, unfortunately."

"Anyway," Sora says in an attempt to defuse this sudden strangeness, "I guess you've only got two wishes left, Aladdin. Better be careful with them."

"Oh, I definitely have something in mind," Aladdin says with an assured nod. "First thing first, though, I have to get to the palace." He points up to the huge golden dome above the city.

"Cool!" Sora replies cheerfully. "As a matter of fact, the three of us are headed there too! Would you mind having us tag along?"

"Of course not!" Aladdin laughs. "I think there are more of those creepy bandits running around the city anyway. Why waste a wish if I can bring along a few guys who know how to handle themselves?"

The group sets off down the street, the warm sun shining down on their journey.

"Why did you say that stuff about us goin' to the palace, Sora?" Jiminy asks from the boy's pocket. Taking a handkerchief out of his vest's pocket, the small chronicler wipes his forehead.

"I was wondering myself," Telary whispers.

Sora only just shrugs. "It's as good a place as any to look for an exit. Besides…" The Keybearer hesitates a moment, then presses on. "I really feel like we should be going with Aladdin and Genie. I can't say why, but…"

"And what, pray tell, are you three whispering about?" Genie asks, zipping back to hover in front of the trio. "It's rather rude, y'know. We mustn't forget our manners now, just because danger lurks around every corner!"

"Sorry," Sora apologizes sheepishly. "Just a little… discussion we needed to have."

"Anything I can help with?" Aladdin asks, turning his head back to regard those behind him.

"I do have a question, actually," Azlyn declares. Off Al's acquiescent nod, she continues. "Just why are you going to the palace anyway?"

"There's, uh, someone there I'm going to see," the street rat answers, a bit evasively.

"Don't take this the wrong way, Aladdin," Sora says with a small frown, "but how exactly do _you_ know someone at the palace?"

"Are you some kind of secret prince?" Azlyn asks, darting forward to examine the (possibly false) urchin closer. "You just dress like you shop in a dumpster to escape the pressures of royal life?"

"Carrying on a clandestine tryst with a nubile young peasant girl?" Genie adds excitedly.

Aladdin huffs out a laugh. "I'm afraid you're both way off. Okay, I'm about to tell you something that's kind of a secret, so…"

"My lips are sealed!" With a quick pull at the seam of his mouth, Genie does literally just that with a silver zipper.

"You can trust us," Sora promises with a reassuring smile.

"Okay," Al relents, a big grin spreading across his face. "See, there's this girl. Jasmine. Uh, Princess Jasmine to be exact."

"I think I see the problem," Azlyn says knowingly. "You like the Princess of the whole kingdom, and you're just a smelly nobody."

"Azlyn!" Telary loudly admonishes his counterpart. The knight only shrugs. It's not like she said anything that wasn't true.

"You got it," Aladdin confirms, sighing. "As you can imagine, it's kind of hard for a street rat like me to spend time with the princess. I only met her in the first place because she snuck out of the palace a few days ago. Anyway, the royal vizier, Jafar, said that if I brought him the lamp, he could get me in to see Jasmine whenever I wanted."

For some inexplicable reason, it's at that moment Genie decides to unleash a massive belly laugh. The zipper at his mouth bursts into tiny metal fragments as he wipes at some tears in the corner of his eye.

"What's gotten into him?" Jiminy wonders from within Sora's pocket.

"Sorry guys, sorry!" Genie apologizes, shaking out the last few laughs as he regains composure. "It's just that, heh, y'know…"

"What?" Azlyn demands indignantly.

"Al, baby!" Genie declares, playfully swatting at the street rat's shoulder. "Whaddya need this Jafar guy for to see the princess? You've got phenomenal cosmic powers on your side now. All it takes is a wish from you and _poof_! Problem solved!"

"Hey, I guess you're right!" A huge grin splits Aladdin's face. "You can really do that?"

Genie nods. "Sure can! Maybe Aladdin can't get in to see the princess, but there's no doubt in my mind they'd let in… Prince Ali!"

"A prince?" Aladdin declares breathlessly. "Me? I guess that could work."

"It definitely could!" Sora agrees cheerfully. For some strange reason, seeing the street rat so happy is making him ecstatic as well. Like he's congratulating an old friend.

"Why does nothing this convenient and great ever happen to me?" Azlyn quietly whines to Telary. The wizard can only shrug in reply.

"That would be the most amazing thing anyone has ever done for me!" Aladdin is still ecstatic, practically jumping up and down. With a sincere look, he turns to Genie and asks, "How can I repay you?"

Genie's jaw drops, literally, to the ground. It lands with a sound like an anchor striking rock. After a moment of shock, the big blue lug collects himself.

"Repay me?" he asks incredulously. "Oh, Al, that's, uh… No one's ever asked me anything like that before. I've had at least a hundred masters but, wow, not a one of them ever wanted to give me anything back!"

"Well I do," Aladdin says, laying a hand on Genie's arm.

"I don't see the big deal, really," Sora admits. "What could a genie want?"

"Are you kidding?" Genie asks with another laugh. "The most important thing in the world, Sora. Freedom."

"You're a prisoner?" Telary asks in a soft voice.

Genie nods, holding up his lamp. "Well, I don't exactly live in this itty-bitty thing just because the rent's cheap. The only way a genie can be free is if his master uses a wish to set him free."

"I'd imagine that's rare," Azlyn comments wryly.

"I've never heard of it happening before," Genie confirms.

"Well, you won't be able to say that anymore!" Aladdin declares. "If being a prince will let me see Jasmine then, well, I honestly can't think of anything else I'd need or want!"

"Let's hurry up and get to the palace then!" Sora declares. Their course of action confirmed, the party forges on ahead.

 **KH-KH-KH**

Azlyn dodges to the left, the Bandit's blade instead cleaving a merchant's stall in two. Various piled fruits come crashing down into the Heartless, leaving it easy picking for a swipe of her shield.

Sora ducks under a fireball from a Fat Bandit's mouth, the flaming orb turning the sand behind him to glass. It's a good distraction, giving Aladdin time to duck around behind the creature and slash through it with a scimitar he'd managed to swipe earlier. It dissipates into dark energy.

"There sure are a lot of those things around," Genie comments. Flicking a finger, he turns a pair of charging Soldiers into pillars of salt. It's the last of the evil group, leaving the street peaceful once more.

"And nobody else," Azlyn comments, frowning.

"Just like last time," Sora agrees, thinking back on the utterly deserted Traverse Town.

Al raises a curious eyebrow. "What do you mean 'last time'?"

Telary freaks out, flinching like he's been attacked. "He didn't say 'last time'. Uh, no way. He said that we need to make 'fast time'. To the, y'know, palace."

Aladdin grimaces. "I hadn't even thought about that. Oh man, they could really hurt Jasmine!"

A woman's scream pierces the air. It's coming from just a few alleys over, and the group reacts immediately by rushing towards it. They eventually find themselves at a dead end, a small plaza with a ledge overlooking it. A young woman dressed in blue lays slumped against a stall. At least a dozen Heartless stand over her.

"Jasmine!" Aladdin cries out in alarm. "What are they…? Genie!"

The big blue lug instantly appears at his master's side. "What're you thinkin', Al?"

"It's not what we planned, but Jasmine's in real trouble!" the street rat declares, reaching into his pocket and taking up the golden lamp inside once more. "I need to use that second wish! Genie, save Jasmine!"

Genie nods understandingly. With another wave of his hands, the Heartless disappear into puffs of smoke. Aladdin wastes no time rushing to Jasmine's aid. He's in such a hurry, he drops the lamp to the sandy ground.

"I could've handled those Heartless!" Azlyn protests indignantly. Secretly, though, she's more than a little relieved she didn't have to.

"Is she okay?" Sora asks with great concern as his friend checks over the princess.

Al nods, looking at the young woman with tender softness. "Yeah, thank goodness. She just fainted."

"And you've only got one wish left," Telary notes. Behind him, Genie winces as he realizes just what that means.

"Ugh…" Jasmine moans, shaking her head as she regain consciousness. Opening her eyes, she looks up into Aladdin's face. Her expression instantly softens with relief. "Oh, Aladdin!" She sobs into his bare chest.

"It's alright, Jasmine," the street rat assures her.

"Not to be rude or whatever," Sora butts in, "but what were those Heartless chasing after you for?"

"It's horrible!" the princess declares, shivering despite the desert heat. "Jafar, my father's adviser, has taken over the palace with those creatures! He had father thrown in the dungeon, but I ran before he could find me."

"Figures he'd be behind this mess," Azlyn grumbles, though she doesn't further elaborate when Telary stares at her questioningly.

"It's probably a good thing you didn't get to give him that lamp yet," the wizard notes. "Imagine what he'd be like with the power of Genie on his side."

"Yes, just imagine it."

The new voice, dripping with vile contempt, comes from above. Looking up, the group sees a man dressed in red and black robes standing on the ledge above, a smug sneer on his face. In one hand he clutches a golden staff with the head of a snake. The other is held open before himself.

"Jafar!" Sora yells up at the sinister vizier, something inside himself instantly putting the name with the face. He can feel scorn rising up in his stomach.

"Imagining is all you're ever gonna be able to do, you snake!" Aladdin practically spits. "I'm never giving the lamp to you now!"

"A pity," Jafar says with a laugh. "Unfortunately, the choice is no longer yours, street rat! Or hadn't you noticed your error yet?"

Gasping in horror, Aladdin quickly pats himself down. There's no lamp to be found there.

A red parrot swoops down, dropping a shining item in Jafar's open hand. It is, of course, Genie's lamp. His task finished, Iago perches on his master's shoulder.

"You'll never guess what I just found lyin' in the street!" the bird cackles. "When you're sultan, Jafar, you're gonna really need to do something about this town's littering problem!"

"I'll certainly put it on my list, Iago!" Jafar agrees with a cackle. "Genie of the lamp, I am your new master!"

"Uh, yeah," Genie says, floating next to the vizier with a defeated hunch to his shoulders. "Believe you me, I am perfectly aware of that fact."

"Then, let us get right to it!" Jafar continues. "My first wish: Bring the princess to me!"

Grimacing, Genie does as he's told. The big blue lug swoops down, knocking Aladdin away from Jasmine and scooping the girl up in his arms. He floats back up to his new master, wincing every time his captive screams.

"Genie, no!" Sora yelps ineffectually.

"Please don't!" Telary pleads.

"He's the bad guy!" Azlyn points out.

"I'm sorry, kids," Genie sighs. "But whoever holds the lamp, calls the shots. My hands are tied."

"Oh, what a lovely day it has been!" Jafar cackles, leering at the lamp in his hand. "But now, why should it end here? I know just what would make it even more spectacular. A wedding!"

"What are you talking about?" Aladdin demands, incensed as he realizes the vizier's only possible meaning.

"Why waste a wish on becoming sultan, when I could just do it the old-fashioned way!" Jafar leers over his shoulder at the still-struggling Jasmine. "By marrying the princess."

"You sick freak!" Azlyn snarls, her companions nodding in complete agreement. Only Aladdin stays still, too angered to even move his head.

"This, however, is hardly the proper venue," Jafar says with a contemptuous look at the alleyway. "Come Genie, we shall away. The palace gardens should prove more suitable to the occasion, I'd think." Waving his staff, the vizier summons a group of Bandits, surrounding the heroes below. "Farewell Aladdin… You fool!" He turns and walks away, still cackling softly to himself.

"I… I'm so sorry," Genie apologizes, hanging his head as he floats after his vile lord.

"We can't let him get away with this!" Aladdin declares, rising to his feet with scimitar in hand. The street rat immediately charges a Bandit, cleaving the creature in half.

Spurred on by their friend's bravado, Sora, Azlyn, and Telary quickly go to work against the Heartless as well. Between the four of them, it's rather quick work.

Then a Fat Bandit appears at the alley's mouth, blocking the group's only exit. Azlyn hurls her shield, but it only bounces ineffectually off the creature's rotund belly. It spits out a fireball, the quartet quickly breaking apart to dodge it.

Sora turns the dodge into an attack, rushing at the Heartless and leaping up to attack it. The Keyblade collides against the creature's stomach, no more effective than Azlyn's attack. The Fat Bandit reaches out with an almost negligent swipe of its arm, knocking the Keybearer away.

The brief action provides perfect cover for Aladdin, who easily slips past the occupied creature's defenses and around to its vulnerable bag. With a grunt of effort, the street rat plunges his sword into the Fat bandit's flesh. It stiffens in shock, then explodes into dark particles.

"Good one, Al!" Sora congratulates his friend, shaking his head to recover from the blow he'd just received.

"Thanks." Aladdin sighs, leaning against a wall and looking terribly dejected. "Not that it does Jasmine a lot of good." He pounds the wall with a fist, hissing in frustration. "I can't believe I lost her _and_ the lamp at the same time!"

"You can feel bad for yourself some other time!" Azlyn snaps.

"She's right," Telary agrees. "If a little harsh. Now's not the time to give up, Aladdin."

"If you don't pull yourself together, then you'll only lose Jasmine forever," Sora adds. As he speaks, familiar faces come to mind. People he'd never want to lose. "So what if you don't have the lamp? Aladdin, I've seen you do amazing things without any help from Genie at all. If anyone can figure out how to rescue Jasmine, it's you."

Aladdin looks up at his younger friend, gratitude and confidence shining in his eyes. "You're very right, Sora. Thanks for that. I can't just give up on Jasmine! Or Genie!"

"Speaking of Big Blue," Azlyn interjects. "How the hell are we supposed to take on Jafar if he's got Genie's power on his side?"

"We're just gonna have to make sure he _doesn't_ have Genie on his side, then," Aladdin says, thoughtfully staring up at the sky.

"Get the lamp first, then," Sora says. "But how do we do that? We can't just walk up and take it."

A grin spreads slowly across Aladdin's face, a sure sign of an idea forming. "You know Sora, maybe we can! Okay, listen up guys. Here's the plan…"

 **KH-KH-KH**

Night is falling as Sora, Azlyn, and Telary sneak their way through the gardens surrounding Agrabah's palace. They can hear Jafar up ahead, gloating to Genie and Jasmine about his 'impending triumph'. Thankful for all the cover the foliage is providing, the trio sneak closer.

They come to a stop behind a large flowering bush. Before them is a large plaza, a single huge water fountain rising from the center. Jafar stands before it, Jasmine in chains at his side. Genie floats a ways off, looking terribly guilty.

"How sad for you, my dear," the vizier gloats at the struggling princess. "It seems your precious Aladdin has all but abandoned you to your fate!"

"Not so fast Jafar!" Sora cries, emerging from the greenery with Keyblade in hand. Jafar scowls at the sight, while Genie and Jasmine begin to look just a bit more hopeful.

"I object!" Telary blurts. When Azlyn looks at him with a raised eyebrow, the wizard simply shrugs and hastily explains. "I think that's what you're supposed to say when you stop a wedding."

"You three," Jafar notes with disdain. Looking around, he notices something else. "I see that urchin is no longer accompanying you. I hardly blame him, after such an utter failure to protect what is precious to him."

"Aladdin or no, we're still gonna kick your butt!" Azlyn brazenly declares. "Might wanna start considering that second wish, hm?"

The vizier only laughs. "What a waste that would be, my dear. I'll simply deal with you myself!"

"You wish!" Sora says with a derisive laugh. "We'd clean you up in a second!" Leaves rustle behind the fountain. The signal. "Aladdin, now!"

The street rat emerges from the garden in a rush, leaping straight for Jafar. The vizier whirls around at the sound, eyes narrowing angrily as he spots Aladdin.

"You fool!" Jafar yells, gesturing with his staff as he picks the lamp up from its perch on the fountain. "Genie, seize him!"

With no other choice but to obey, the big blue lug does exactly that. With a single pair of poofs, he captures Aladdin and brings him before Jafar.

"S-sorry, Al," he apologizes, shaking his head in shame.

"Don't worry about it," Aladdin says nonchalantly. Turning to Jafar, he gives the evil creep a grin. "Ha! You fell for our trick!"

"What?" Jafar rages, clutching tightly at his staff. "What 'trick', could you possibly have…?"

"Isn't it obvious?" the street rat asks. Now it's his turn to gloat. "You just used up your second wish! All according to our plan!"

"All we had to do was keep mentioning the words 'second' and 'wish'," Telary further explains. "Once we snuck that idea into your head, all we had to do was just let your unconscious react to Aladdin's attack."

"Good thinking, kids!" Genie congratulates his friends.

"Now, go ahead and use that last wish of yours," Sora says smugly. "Win Jasmine's heart all you want, you'll still have to deal with us!"

"Unexpectedly perceptive of you, street rats!" Jafar snarls back. After a moment, his expression turns into a self-satisfied sneer. "But I'm afraid your wits are no match for mine. I can still crush you and have Jasmine for my own! Genie!"

"Uh, yeah?" Genie replies, gulping in terror at what terrible thing might happen next.

"I've decided exactly what I want my third wish to be! I wish to be an all-powerful genie myself!"

"WHAT!" Sora, Aladdin, and Telary declare in utter shock.

Azlyn just shrugs. "Somehow, I knew that was gonna be his next move."

Genie floats helplessly, consumed with horror. But, in the end, he really has no other choice. To a genie, duty always comes first. Dropping Aladdin to the ground, he waves his hand over Jafar. The vizier's body begins to twist and transfigure, growing larger and taking on a deep red color. Shooting into the air, he coalesces into a truly terrifying form looking down on the garden below.

"Why did I not think of this before!" he declares, voice booming. "What meager power has a sultan, next to a genie?" Raising a hand, he throws down a bolt of wild energy. The party scatters as it impacts, leaving an ugly black burn mark where it landed.

"Oh, this is just _not good_!" Genie moans, head in his hands. Jasmine rushes closer to the group, looking up with just as much fear and worry written on her face.

"How are we supposed to beat him now?" Azlyn asks. "He's obviously way too strong for us to handle! And that's coming from me!"

"He may outclass us in raw power," Aladdin says quietly, his eyes fixated on a coalescing object on the ground a few feet away. "But that just means we'll have to outsmart him instead! Cover me!"

The street rat rushes forward, dodging deadly blast from above. Jafar rains down blow after blow, cackling all the while. This new power seems to fit the mad vizier like a glove.

Aladdin dodges most of the bolts, but one gets way too close for comfort. Luckily Sora is there, leaping in and batting the energy away with his Keyblade. It flies off to the side, incinerating a copse of trees.

Aladdin drops to his knees, skidding across the garden to a small black object lying on the ground. A lamp, to be exact. Just as he's reaching for it, a problem presents itself. Iago, apparently hidden until now, swoops down to grab the lamp as well.

He's almost got his talons on it when Azlyn's shield comes soaring in. It smacks the bird head-on, and he flies backwards with an ugly squawk. Aladdin gets his hands on the lamp, grinning at the deceptively simple object.

In the skies above, convulsions wrack Jafar's body. Golden bands snap into place on his wrists, cutting off his flow of deadly energy. The evil genie cries out in impotent rage.

"You wanted to be a genie, didn't you Jafar?" Aladdin yells up at his enemy. "Well, you got your wish! And everything that goes with it!"

Jafar's wispy red tail flies downward, dragging him with it. Hitting the black lamp's spout, it begins to spin, the former vizier decreasing in size with every turn. Finally, he's fully gone, trapped inside the lamp, hopefully forever. Three cards unexpectedly pop out immediately afterward: another shield for Azlyn, blue icicles for Telary, and an image of the Keyblade spinning through the air for Sora. The trio eagerly grab and absorb their respective cards.

"You did it, my boy!" Genie cries happily, rushing up to his friend and scooping him up in a hug.

"Way to go, Al!" Sora concurs.

"Thanks, both of you." Stepping past Genie, Aladdin stands before Jasmine. "Are you alright, Jas… Uh, Your Highness?"

"I'm fine," the princess replies with a light giggle. Laying a hand on Aladdin's arm, she says, "And it's fine to just call me Jasmine." The street rat blushes.

"You can call me Al," he replies smoothly.

"Don't you still have a wish left?" Azlyn says.

"He sure does!" Genie agrees, poofing to his master's side. "Just say the word, and wham bam thank you ma'am, Prince Ali is back on the table!"

"But what about your freedom?" Telary asks the big blue lug.

He sighs, hunching his shoulders sadly. "Oh, I'd like to be free but, y'know… Well, you're probably still all miffed about that 'puppet of Jafar' thing, so…" Genie looks Aladdin sincerely in the eyes. "Go ahead and wish for what's in your heart."

Aladdin nods. "I will. Genie… I wish for your freedom!"

"One prince spell, extra-ritzy, coming right… EH?" Genie stops mid-spell, finger still pointing in the air. Sparks begin to play all around his blue body, his gold wrist-cuffs popping open and falling to the ground. In a dizzying hurricane of magic, his wispy tail becomes two legs.

"Now, no one like Jafar can ever use you for evil again," Aladdin says, grinning. "And, more importantly, you're free to choose and be whatever you want."

"Thank you, Al," Genie says sincerely, wrapping his former master up in another hug.

"What was all that about becoming a prince?" Jasmine interjects.

"I though it would be the best way to get to see you again," Aladdin explains, disentangling himself from Genie's embrace. "Not to mention that 'Prince Ali' would be a lot more impressive than just plain old street rat Aladdin. But, I realize now that if I used Genie's help to make you like me, then I'd be no better than Jafar."

"Oh, Aladdin," Jasmine says, shaking her head. She reaches out and takes the street rat's hand. "Fancy titles and nice clothes don't impress me. All I want is to be able to connect with someone I love. Father might not be thrilled, but… I get to make my own choices. And I choose you."

The pair lean in for a kiss.

"So, I guess that's a happy ending here, then!" Telary points out, a little teary-eyed.

"You can tell by the way I'm trying not to gag," Azlyn quips, though she looks happily at the two lovers as well.

"Congratulations, Aladdin," Sora says as soon as the princess and the street rat break away from each other.

"I owe it all to you, Sora," Al says with a sincere smile. "If it hadn't been for your encouragement, I might have given up back there. What you said really kept me going. So thanks. And good luck."

Sora raises an eyebrow at the last statement "What do you mean by that?"

Aladdin shrugs. "The way you talked back there… I though about it, and the only thing I could think of was that there was someone you wanted to be with too. Just like with me and Jasmine."

"Uh, well, not _just_ like," Sora clarifies, making a face. "But yeah, I'm looking for someone. And I won't give up until I can see them again!"

" _I_ might be able to offer some services in that regard!" Genie declares. With a wave of his finger, he summons a blue-backed card with his smiling face on it. It gloats down through the air gently, landing in Sora's hand. "If you're ever in trouble, just give me a call. I'll show up on the double!"

"Thanks a lot, Genie!" Sora says as he tucks the card into a pocket. He can feel the other card Leon gave him in there as well, the one with the lion. Silently, he resolves to use that one sometime soon.

"I think it's time for us to move on," Telary says, giving all his new friends one last smile. "You, uh, wouldn't happen to know of an exit, would you? Probably a door of some sort."

"There's a door that leads back into the palace," Jasmine answers, a bit miffed at this line of questioning. "I suppose you could use that."

"Thanks," Sora says with a grateful nod. After a quick round of goodbyes, the trio walk away to continue their exploration of Castle Oblivion.


	5. Blank

A white flash gives way once again to white walls. The trio stand, still a bit stunned by the transition and blinking rapidly to readjust themselves.

"So, that's what it's like to take a walk in memories, huh," Azlyn notes. "It was kinda weird, right?"

"Mhm," Telary says, nodding absently as he heads to the staircase to the next floor up. Thrown by his distractedness, Azlyn and Sora quickly follow along after.

"What's got you all weird?" Azlyn asks as she catches up to her counterpart on the stairs.

"Oh!" The wizard practically falls back down the staircase, only Sora's timely intervention saving him. He quickly recomposes himself. "Sorry about that. I just got kinda distracted, is all."

"What's distracting you?" Sora asks, leading his older friend up the stairs. He maintains a firm grip, just in case.

"I was thinking about that other castle," Telary explains. "Every time I put my mind to remembering it, I seem to only end up with a bad headache. It's just driving me _crazy_ that I can't remember much about it! Especially since…"

"Since it feels like something really important," Azlyn finishes for him. After a minute of strenuous thought, she perks up. "Okay, no, I remember! Sora turned into a Heartless!"

"Oh yeah, I _did_ do that!" Sora says, the memory thankfully coming to him easily. "I had to free Kairi's heart! The, um, that big Keyhole was there." He frowns. "That was a castle? Are you sure?"

"Not entirely," Telary says with a shrug. "But I do remember that I was really worried when you turned into a Heartless."

"Me too," Azlyn agrees. "Not that there was that much time to be worried. We had to get Kairi to safety. You made us promise."

"And I knew you would," Sora says, nodding. "Because, um… Because you're…"

"Because we made a promise to you!" Telary finishes proudly. "That's right, isn't it? There might have been something else. I'm not exactly sure though."

"Great, more forgetting!" Azlyn complains. "And we _still_ don't remember that castle's name!"

"Wait a minute!" the voice of Jiminy Cricket declares, leaping from Sora's pocket to his shoulder. In his hand he holds his tiny journal. "I recorded everything about that adventure in my journal. Sure as the sun will rise, there's gotta be a record of that old… Oh, no!"

"What's wrong?" Sora asks.

"My, my journal!" the chronicler practically wails. "It's empty! Completely erased, all of it!" He hold the book up, flipping through page after page. All of them uniformly blank.

"That," Azlyn says in a surprisingly even tone, "is definitely not good."

"I don't understand!" Jiminy cries in anguish, still desperately flipping. "I was so careful, recorded every last detail. How could this have happened?"

Sora shudders, one single thought overwhelming him until he simply has to speak it aloud. "What kind of castle is this?"

"Not one I like being in," Azlyn declares with a firm shake of her head.

"I might have an idea," Telary says, his voice unsteady. "But, man… I don't like it." Off his friends curious expressions, the wizard decides to elaborate. "Everything Jiminy wrote is gone, and we can't remember a lot of things about this supposedly important other castle. I think, maybe, well… I think our memories might be just like Jiminy's journal. Gone."

"Gone?" Azlyn yelps, clamping a hand on either side of her head as if to hold her memories in. "How could that happen?"

"Remember what that black-hooded fella said," Jiminy says solemnly. "About finding and losing. What if that 'losing' he was talking about… Is losing _memories_."

"Then I guess Castle oblivion would be a really fitting name," Sora says, frowning. "But, I mean, we're not really like the journal, right? I can still remember plenty of stuff!"

"Maybe your mind is just so naturally blank, you aren't noticing?" Azlyn mockingly suggests. After a moment, she winces. "Sorry about that. That was pretty harsh."

"It could be that it's not something that happens all at once," Telary posits, pacing as he puzzles through the problem. "Perhaps our memories, which have to be more complex than a bunch of writing, fade with time? Or in reaction to some external stimuli?"

"Maybe if I knew what a stimuli was, I could answer that," Sora says, his expression a bit vacant.

"Basically," the wizard elaborates, "whenever a certain something happens, we lose a memory. Or memor _ies_."

"The cards?" Azlyn suggests, all eyes turning to her. "That fits in with the finding and losing thing, too. We get skills and spells and stuff back, but at he cost of some memories."

"Not a bad theory," Telary congratulates his younger friend. She beams at the praise. "In that case, it may be that the higher we go, the more we forget. If we go high enough…"

"I could forget _everything_ ," Sora says, a noticeable hitch in his voice. "Riku and… Kairi." He shakes his head, the rest of his body shuddering as well. "Is it worth it, then? Maybe we should just leave right now, keep what we have together."

"But the king!" Azlyn protests. "I know he's here, I can _feel_ it! Turning back could mean we really lose him forever. Riku too." The knight's face hardens, becomes more resolute. "Besides, there's no way you could forget your friends, Sora. Did you forget us when you were a Heartless?"

"No," the Keybearer replies. "You were what kept me going. I couldn't have lost you and still have come back."

"Then that settles it!" Azlyn continues. "No matter what happens, you never forget your friends! And you don't abandon them either! Let's go find the king!" Hyped up from her speech, the knight marches off toward the door.

"Don't abandon friends, huh?" Sora says, stopping Azlyn in her tracks. She turns around to see him giving her a wide grin. "But Azlyn, what about what happened just before I became a Heartless? I still remember you and Telary walking off with Riku."

Azlyn growls, rolling her eyes. "Well, of course you'd remember that! But what you must've forgot, though, is that it was all a part of my plan."

"Oh, _right_ ," Sora says, voice dripping with sarcasm. "I sure remember you _telling_ me that a hundred times."

"You two really are impossible, aren't you?" Telary observes fondly, shaking his head at the pair's antics. It's good for a chuckle, but something still rests uneasy inside the wizard. Azlyn's speech about forgetting friends was certainly very affirming, but somehow he can't help but doubt it.

Not with the nagging feeling he has that there's someone he _has_ forgotten. Someone very important…


	6. Obstacles

White marble columns support intricately detailed archways, the grounds beneath them covered in smooth yellow sand quite different from its Agrabah counterpart. Two golden statues stand guard at the front entrance, swords held high. A place where warriors clash, where fighting is regarded as entertainment, watched over and approved by the gods themselves.

The girl in white frowns in disapproval. Certainly not a place she'd like to visit. Assuming she could ever escape this castle, of course.

 **Olympus Coliseum**

"Impressive," Azlyn says as she and her companions walk down the steps from their new location's entrance gate. Across a sandy courtyard, golden statues stand guard over a large door. A huge sign, green with gold type, hangs upon the door.

"What's going on here?" Sora asks, looking up at the sign with interest. "Olympus Coliseum Survival Cup, huh?"

"Probably a contest of some sort," Telary posits, also examining the sign. "Yeah it says here that players compete to make their way through an obstacle course."

"Ooh, and fighting!" Azlyn happily declares. "Battle opponents and traps to reach the end, and be crowned champion! And look here, this great hero 'Hercules' is gonna be competing too."

"It, uh, says that he's never been beaten before," Telary notes with a nervous gulp. "Added to the 'great hero' thing, it's kinda intimidating, isn't it?"

Sora shrugs, chuckling a bit. "Eh. C'mon, Telary, we're pretty much 'great heroes' ourselves, aren't we? Plus, it seems like the only way to get through this place. How else would we find the door outta here?"

"I guess," the wizard concedes, shoving his hands into his pockets to hide their shaking. "Still, I really don't like the sound of the 'survival' part. Makes it seems like there's a chance we won't."

"Make all the excuses you want, Sora," Azlyn says knowingly, hands on her hips as she gives the Keybearer a grin. "We all know you can't say no to a competition."

"Like _you're_ any different," Sora scoffs.

"Hey," the knight defends herself, "at least when I go into a competition, I have a goal in mind."

"Prize munny?" Telary deadpans fondly.

She smiles. "Exactly!"

"Hold up there a minute, kiddos!" Jiminy suddenly interrupts, leaning out of Sora's hood to read the rest of the sign. "It says that competitors will only be eligible to compete in the Survival Cup if they finish the preliminary course."

"Where do you suppose that is?" Sora asks, looking around for some kind of indicator. Whatever the course's location is, it isn't revealing itself.

"Why, right through those doors, shorty."

The suddenly appearing voice of a newcomer shocks the group. Turning, they see a man with blue skin, dressed in gray. The most unusual part of him, however, is the fact that azure fire seems to be taking the place of his hair.

"D-doors?" Sora asks, stuttering as he regains his composure.

"The big ones. Right in front of you?" the stranger clarifies, sardonically raising an eyebrow as he points up to the massive doors.

"Ah," Telary says, looking up at the opposing entryway. He's blushing sheepishly. "Suppose we should have figured that one out for ourselves, hm?"

"Oh, I can just _tell_ you three are serious contenders," Flame-Hair deadpans.

"What's that supposed to mean?" Sora demands, his lower lip jutting out indignantly. Azlyn bristles beside him, equally incensed. Telary just frowns.

"Hey, whoa, whoa there kids!" Flame-Hair holds his hands out, palms open in a placating gesture. "Relax, would ya? Just kiddin' around, that's all."

"Oh," Sora says, deflating a bit.

Azlyn's having none of that, though. "Well, watch what you go around making jokes about, eh? We'll see if you're still laughing when the three of us kick this tournament's ass!" The knight pivots to the doors, throwing them open. "Now, c'mon guys. Let's show this…"

Laying eyes on the course ahead, Azlyn's bravado dies a valiant death. A long lane, lined by columns and covered in another layer of yellow sand, stretches before her. Another door lies at the street's end, LOBBY written on it in bold letters. From door-to-door it's about fifty feet. Nearly every inch of those feet is covered in a deathtrap.

Spikes punch up out of the ground then retreat, a bladed pendulum swings back-and-forth hypnotically. The ground shakes every few seconds, a natural result when three separate two-ton blocks of metal are pile-driving themselves into the ground and scattering up dust clouds. All this, and a flaming hoop to jump through too.

"Oh, wow," Sora comments breathlessly. He's never been one to even consider backing down from a challenge, but… "Wow."

"Once again," the blue-haired stranger declares with a smarmy smirk, "glad to be of service to such fine, upstanding kids. Oh, and, uh, good luck I guess." The doors creak behind the trio as they begin to swing shut. "You're gonna need it."

With an ominous _boom_ , Sora, Azlyn, and Telary's last chance of exiting slams shut.

"Well, you wanted to participate, Sora," Jiminy says, ducking back down into the Keybearer's pocket.

Realizing that all eyes are on him, the Keybearer feigns nonchalance, leaning back with his hands intertwined over his neck. "Heh, I sure did. And it's gonna be a piece of cake, just you wait and see!" He turns to Azlyn, giving the knight a sheepish grin. "Um, ladies first?"

 **KH-KH-KH**

The lobby doors fly open with a bang, the once quiet room filling with the sound of three young people falling straight through them. The trio pant loudly, faces planted into the floor. They're each covered in sand, sweat, and various blackened scorch marks. Alive, but not anywhere near well.

"Yay," Sora says weakly, voice muffled by the stone floor his face is pressed into. "We made it. Huzzah."

"Ten fingers is the correct amount, right?" Telary moans. "I'd try wiggling my fingers to find out, but I can't feel them. Or much of the rest of my body."

"I thought competition was supposed to be healthy," Azlyn declares with a pained groan.

"Well, I'll be a Gorgon's uncle!"

Rousing themselves from their pain and exhaustion, the trio raise their heads to look to the new, gruff voice's source. They find themselves facing an odd creature, a short, pudgy man with hairy legs like a goats. Also goat-like are the two horns growing from his forehead.

"Don't tell me the three of you made it through the prelim course!" the goat man continues, shaking his head in shock and bemusement.

"We sure did!" Sora confirms, smiling brightly. He springs to his feet, vigor miraculously restored. Not so with his companions, who stagger and stumble their way up from the floor. "Now we're gonna compete in the games!"

"And we _won't_ take no for an answer!" Azlyn growls, for some reason expecting some resistance.

The coliseum's proprietor shrugs. "As long as you got through the prelims, that's okay with me."

"Oh." Azlyn deflates a bit. Somehow, this seems a bit too easy.

"Not that you stand a snowball's chance in the Underworld of winnin', though," the goat man chuckles. "Not against Herc."

"Oh yeah?" Sora asks indignantly. "Why not?"

"Two words: You-ain't-heroes!"

Sora scoffs, rearing back indignantly (and to raise his height a little bit). "Hey! You're wrong!"

"I'll say," Telary chimes in, frowning. "That was three words you just said."

"Not about that," Azlyn grumbles, lightly slapping her friend's shoulder. "We are so heroes!"

"Oh, yeah?" Goat-Man challenges. "Any of your 'heroic exploits' that I mighta heard about, hm?"

The trio pause, thinking hard but ending up thoroughly stumped by the question. The coliseum's proprietor watches it unfold with a smug, knowing smile.

"Well," Sora finally speaks up after a few minutes, "how are we ever supposed to _become_ great heroes if you never give us a chance, hm?"

Before the small man can answer, the lobby doors slide open with another loud creak. Turning to the noise's source, Sora is awed to see a very tall, extremely brawny man with red hair walk through from the prelim course. He looks as if it had been a spring morning stroll outside, not a fifty-foot long deathtrap corridor. His orange tunic shows no signs of being ripped, and the golden medallion at his waist shines immaculately.

"The kid's right ya know, Phil," the newcomer announces, his voice deep and powerful. He crosses his huge arms across his massive chest, grinning at the goat man. "If you hadn't taken a chance on me, I never would have gotten to where I am today."

"I guess," Phil grumbles, frowning at the logic.

"Besides," the redhead continues, "they cleared the prelim course, just like the announcement said they had to. No harm in giving them a shot, hm?"

"Wow, thanks, uh…" Sora pauses, waiting for a name to be provided.

"Hercules," the muscled man replies with another blindingly white grin. The trio look at each other, impressed. So, this is the great hero Phil was talking about. He certainly looks the part.

"Did I say I wasn't gonna give 'em a fair shake?" Phil protests, scowling. "Never said that! I just didn't wanna let them get their hopes up, alright?' He snorts, shaking his head. "Besides, it ain't like I'm in a position to say no, hm? Nobody else even completed the obstacle course."

"Really?" Sora asks, puffing up a bit. Beside him, Azlyn does the same. Telary just sighs at his cohorts' antics.

Phil nods. "Just you three."

"I'd take a moment before making any definite statements."

The new voice startles everyone, none of whom had even heard the doors open. Standing before them is a blond man with spikes to make Sora's look minuscule. He wears a simple navy jumpsuit, a long red cape fluttering behind him. One hand is bare, the other covered in a yellow metal gauntlet.

"Uh, hi," Phil manages to stutter out, giving the newcomer a thorough once over. "I guess you're here for the cup?"

"Correct," the mystery man confirms with a slight nod. "Name's Cloud."

"Looks like we've got another competitor!" Hercules announces with good cheer.

"A _hot_ competitor!" Azlyn adds, her eyes going a little googly. Behind the knight, Telary rolls his. The guy isn't _that_ handsome. Okay, so maybe he is. Still…

"More the merrier, I suppose," Phil says, scratching his chin. "Looks like the games are really gonna turn out to be something to see!"

"I can already see _something_ that'll drum up a crowd." Leaning back, Azlyn tries to get a good look at Cloud's backside underneath his still-fluttering cape.

"Oh, knock it off!" Telary admonishes the girl with a very perturbed frown. She sighs, but looks back to Phil resignedly.

"I'm excited for this!" Hercules declares, pumping his (large) fist like an overexcited schoolboy. He gives Sora a cheekier version of his cheerful grin. "Don't expect me to pull any of my punches, though!"

The Keybearer scoffs good-naturedly. "Fine. As long as you don't expect me to take 'em!" He turns to the coliseum's proprietor, practically shaking with excitement. "C'mon, let's get this show going already!"

Phil laughs heartily. "Just a second, kiddo. First, I gotta tell ya the rules, okay?"

"Rules?" Azlyn says with a snort.

"Rules," Telary echoes, though he sounds more relieved. The wizard really does just _love_ having rules to follow.

"Rule Number One!" Phil announces, pacing back and forth as he speaks. "First through the course is the big winner. Doesn't matter if it's by just a hair, long as you're the first past the finish line. Rule Two! If we have ourselves a tie, then a battle will determine the winner! Third, you can interfere with your opponents on the course. Watch where ya pick your fights though, 'cause ya never know where a booby trap might be hiding. And fourth, finally, and most important of all…" The goat man grins. "Every competitor has ta give it all you've got!"

"No problem there!" Sora announces, jumping up into the air with an enthusiastic fist-pump.

"Sounds simple enough," Cloud remarks in a dull tone of voice.

"Wait a minute, though," Telary chimes in, a though striking him suddenly. "If we can fight each other to win, won't everybody just run into the first area and start brawling? Where's the fun in that?"

"I love a good all-out smackdown," Azlyn says with a fond little smile. "But Tel's right."

Phil just chuckles. "Not to worry there, kiddos. Got ourselves a solution ta that little problemo." Reaching behind him, the goat man pulls out three cards from… somewhere. Don't think about it too hard. He passes one out to each of the three teams.

"More cards," Sora murmurs, inspecting the one he's got in his hand. It isn't much, just a red-backed card with a black face.

"These cards'll be flashed at the field entrance," Phil explains, gesturing to the dark hallway leading out of the lobby behind him. "They'll take each team to a separate, yet equidistant from the finish line, area. The paths through the course'll criss-cross, obviously. That way, we still get midfield brawls without everybody starting one just after the starting line."

"Clever," Telary says, nodding his approval.

"We'll go on ahead and send ya through in the order ya got here," Phil says. "Well, after the reigning champ gets his chance, of course. Herc, you're up!"

The great hero nods, grinning as he walks up to the darkened hallway. Holding up his card, he looks back at his competition with a twinkle in his eye. "Good luck, you guys. See ya on the other side!" The raised card sparkles brightly, and suddenly Hercules is gone.

"You three are next, kid," Phil says with a gesture to the Keybearer.

"My name isn't 'kid'," Sora says with an indignant frown. "It's…"

"Yadda, yadda, yadda," Phil drones, his hand flapping like a sock puppet. "Just get yer card ready, okay?" His mask of indifference slips a bit then, and with as much sincerity as the satyr can muster, he says, "Good luck out there. Sora."

Before anyone can reply, there's a bright flash. When it fades, the trio no longer stand in the dark, cramped lobby. Instead, they find themselves at the beginning of a long, winding road. The sun streams down from overhead. One side of the road runs into a high wall of grey brick, a small opening up near the top like a window. Columns stand in front of it, looking strong and stable. The other side is just a cliff, falling off into a deep abyss below. Swirling white clouds block any view much further.

"Impressive magic work," Telary says, looking around in admiration.

Azlyn frowns at him. "You can stop and admire the scenery later, Tel. Right now, we've got a competition to win!"

The knight sprints off ahead, focused and confident. Sora follows right along after her with just as much determination. Sighing, Tel falls in line at a slightly slower pace.

And it's a good thing he does too.

Azlyn stumbles a bit as she runs, just a minor misstep she easily corrects for. It seems that way at least. Up ahead, the columns that seem so sturdy proven themselves anything but. With only a few small cracking sounds to give them away, they begin to crumble around the middle.

"Watch out!" Telary yelps once he notices, his pace increasing. His pleas give the pair ahead a moment's pause, just enough time to notice that the pillars they're directly under are falling toward them in huge chunks of stone.

Azlyn reaches behind her back for her shield, bringing it up to block the rubble. Sora's response is much more proactive, simply diving forward. He tackles the knight and sends them both flying. The pair land on the ground and go into a forward roll, grunting in pain a they collide with the ground and each other. The broken chunks of stone land with a heavy _boom_ , yellow dirt flying up into the air.

Telary makes his way through the dust, covering his mouth with one hand and waving particles away with the others. To his relief, when he makes it through the miniature sandstorm, both his companions are alright.

"Oh, thank goodness!" the wizard exclaims, falling to his knees and wrapping his arms around Azlyn. He holds her close, tightly. "I almost had a heart attack!"

"I'm fine, Tel," Azlyn replies, rolling her eyes and giving her counterpart a somewhat awkward pat on the back.

"Me too," Sora chimes in, a little nonplussed at being so blatantly ignored.

"Oh, right." Suddenly awkward, Telary lets go of Azlyn and scoots back. Reaching out, he gives Sora a rather weak pat on the back. "Glad! Uh, I mean, _I'm_ glad that you're safe too, Sora."

"We'll have to take that gladness to go then," Azlyn says, standing up and wiping dirt off her clothes.

"She's right," Sora agrees as he rises as well, helping Telary up. "We've still got a race to win!"

The trio take off again, a little more cautiously this time. Their wariness serves them well, and with diligence and a more reserved pace they manage to anticipate any obstacle that springs up. There are quite a few too, from spikes rising suddenly from the ground to stone arrows flung from statues of Cupid. Even without the other competitors, the Olympus Coliseum Survival Cup is a daunting challenge.

Finally, after a long and grueling journey, the trio reach a large square. In the midst of the square stands a tall stone statue of a warrior in armor. He holds a spear reared back, and a shield is slung over his shoulder.

Cloud waits at the foot of the statue, a massive, bandage-wrapped sword held at his side.

"Uh oh," Sora mutters in a low voice. The blond warrior hasn't seen them yet, apparently. "He's just standing there."

"I don't think he's been waiting for us just to catch up," Telary declares with a suspicious frown. "Maybe he's looking to implement Rule 3!"

"Would ya just look at the _size_ of that sword!" Azlyn remarks, shaking her head bemusedly. "Ya know what they say about a guy with…"

"You can go on, you know."

The sudden interruption startles the trio, all three of them leaping up in fright. Scurrying to regain composure, they all look to Cloud. He merely regards them with impassivity.

"I'm not looking to pick a fight with you," he explains, voice dull and uninterested. "The Cup means nothing to me. I'm just here to fight Hercules."

"Really?" Sora asks, he and the party moving closer. "That's all you want? Not the trophy?"

Cloud scoffs quietly. "I have no need of some gold-plated vanity item. My goals are a bit more valuable."

"Uh, right." Sora turns back to his friends, leaning in for a conference. "So, uh, should we just get a move on, then?"

"I don't know," Telary says, glaring at the calmly poised Cloud out of the corner of his eye. "Something about this just seems fishy. What's Cloud got against Hercules? He's up to no good, I'll just bet."

"Look," Azlyn butts in, frowning, "whatever it is, it's not our business or anything. What _is_ our business is winning. And if Handsome over there and Herc are slugging it out, all we gotta do I reach the finish line."

Sora shrugs. "I guess I really don't see a downside. C'mon, lets go."

"But, Sora…!" Telary protests.

"This is no time to let jealousy get the best of you, Tel," the Keybearer declares, already walking away. There's only one path up ahead, presumably straight to the finish.

"Jealous!" the wizard blurts, rapidly going red in the face. "And just what would I be…?"

"You sure about this?" Sora asks as they pass Cloud.

"I am," Cloud replies, sounding annoyed now. "Just go run along and win your Cup. I don't care about it, and Hercules is gonna be losing a lot more than just a tournament."

"Okay!" His conscience clear, Sora begins merrily marching his way to the course's end. Then, suddenly, a thought hits him. He whirls around. "Wait a minute! You're talking about… You're gonna… You wanna…"

"Kill Hercules," Cloud finishes for the boy. His voice couldn't be calmer if he was talking about picking up something for dinner.

"See!" Telary declares righteously. "Told ya he was up to something. Jealous indeed…"

"It's always the bad boys that get you interested," Azlyn sighs, hanging her head.

"Sora!" Jiminy says, leaping out of the Keybearer's pocket and onto his shoulder. "You're not gonna let this stand, are ya?"

"Definitely not!" Sora leans back into a fighting stance, Keyblade in hand.

"What are you doing?" Cloud huffs, annoyed. "I told you, the Cup is…"

"The Cup can wait!" Sora interrupts, scowling at his shady competitor. "Besides, if you can take advantage of Rule 3, then so can I. I wanna fight Herc too!"

Cloud just sighs, shaking his head. "My deal has nothing to do with you, Sora. I'd have preferred not to fight you, but you're not giving me a choice, are you?"

Sora shakes his head defiantly. "No way!"

Without another word, Cloud charges forward. The man is fast, and Sora barely has time to raise the Keyblade to block his opponent's huge weapon. The pair struggle against one another, until Azlyn's shield comes whizzing in, directly towards Cloud's face.

The blond man sees it coming, though. He disengages with Sora, lashing out with a kick to the boy's midsection that sends him sprawling to the ground. Freer to move now, the warrior easily bats away the disc. Azlyn comes rushing in towards him, leaping up for a flying kick, but he easily grabs her ankle and flings the knight away.

A flurry of small but sharp icicles fly from Telary's staff as he unleashes a blizzard spell. The spell hits Cloud around his torso, forcing him back with a pained grunt. A fireball is up next, and he barely manages to maneuver his Buster sword between the flames and his body. The spell harmlessly splashes against the flat of the blade.

Telary gathers up concentration for another spell, but before he can, Cloud takes quick action. Shoving the tip of his sword into the sandy ground, the blond warrior scoops up a large amount of dust and flings it into the air to serve as a smokescreen.

Sora, regaining his feet on the very edge of the dusty cloud, moves to body-block his opponent's retreat. It's a futile gesture in the end. Cloud merely shoulders the boy aside, taking off towards the finish line. Azlyn moves in next, but all it takes is a stiff arm to push her to the ground.

As Cloud passes the towering statue, a swing of his sword shatters the stone of its leg. With a loud crack, the statue crumbles into rubble, blocking most of the entrance to the home stretch.

"Well, he's definitely more than just a pretty face," Azlyn comments as she regains her feet. "Though, honestly I draw the line at any guy who plays _that_ rough."

"He's headed for the finish line," Telary says, healing Sora as he speaks. "Hercules hasn't shown up here yet, so he must be there."

Sora nods, slowly standing up on his own. "Yeah. C'mon, we gotta catch up. Herc might need our help!"

Though the rubble of the statue Cloud destroyed offers a small obstacle, it isn't long before the trio are back on his trail. Their passage through this final stretch is rather peaceful, with Cloud clearly having already defeated most of the booby traps along the way. Several bow-wielding cherubim lay shattered on the ground, and sliced-in-half spears litter the ground about halfway through the course.

Finally they reach the end, a large plaza with a stone square that appears to be a match arena in its middle. At the plaza's far end is an open gate with a ribbon across it that just screams "finish line". But that's all just background.

Hercules and Cloud stand in the arena. The redheaded hero looks pretty winded, but that's nothing compared to Cloud. The blond warrior is on one knee, panting for breath.

"You put up a good fight," Herc congratulates his opponent. Cloud says nothing, only screams in rage and dives at the hero with his sword held high.

Herc sidesteps, grabbing Cloud's cape as he flies past. Using the other man's own momentum against him, Hercules hurls Cloud back to the ground.

"C'mon, Cloud," Hercules says, sounding like he's just a step away from wagging his finger at the man. "Quit while you can. If we keep going like this, I can't guarantee your safety."

Cloud's only reply is a determined grunt, standing once again with his sword held at the ready. "Big talk, Hercules. Looks to me, though, like you're slowing down quite a bit."

Cloud charges again, and this time Herc's sidestep is noticeably slower. He still manages to avoid the swipe, but when the blond warrior twists around for a vertical slash, even Olympus Coliseum's number one hero has trouble reaching up in time to catch it between two hands. The two men struggle against one another, neither willing to give ground.

"Hold on Herc!" Sora declares, rushing into the arena, Keyblade drawn. "We'll back you up."

"Get, hrgh, all the backup you want, Hercules," Cloud says haughtily, despite the strain the current clash is placing on his body. "I _will_ beat you. Then, I get my memories back!"

Sora makes a move towards Cloud, who suddenly wises up enough to break the struggle between himself and Herc. The blond man steps out of reach, stopping and returning to his battle-ready pose.

"Memories?" Telary asks, quite confused. "How exactly does killing Hercules get back your memories?"

"It's the job he wanted done," Cloud replies, shrugging one shoulder. Or maybe he's just limbering up. Stretching _is_ very important. "All I have to do is end you, and Hades…"

"Hades!" Hercules exclaims, his voice a low growl. "So, he's behind this!"

"Uh, duh Wonderboy!"

A puff of grey smoke erupts in the space between Cloud and the rest. It fades in seconds, revealing the flame-haired man Sora, Azlyn, and Telary had encountered just before entering the games. Hades, apparently.

"Who else hates you _that_ much?" Hades chuckles, shaking his flaming head bemusedly. "Unless… Hey, you cheating on me with another arch-nemesis? That is just _cruel_ , man!"

"Maybe I just wanted to fight someone who doesn't talk so much," Herc shoots back with a frown.

Hades clutches a hand to his chest in mock hurt. "That stings, Wonderbreath, it really does. Though, admittedly not as much as did the abject f _ailure_ of ol' Cloud here." The flame-haired man turns to his minion with a look of sheer disgust. "You really oversold yourself there, Spiky. All ya managed to do was wear Herc down a little bit. Not what we agreed on at all. In fact, I'd even go so far as to call it a firing offense!"

With a wave of his hand, Hades sends a burst of flame directly towards Cloud. The blond warrior barely manages to raises his sword and dissipate the flames.

"I can, still…" Cloud falls to one knee again, his face constricting in pain. "I need my memories…!"

"And _I_ need a place that isn't several thousand miles underground," Hades quips. "But I guess we can't always get what we want, huh?" Face thoughtful, the god turns back to Hercules and Sora. "Although…"

With a wave of his hand, Hades summons a massive burst of energy. Its light and intense heat bring everyone not already on their knees straight to them. Even Hercules falls.

"Well, would ya look at that!" Hades laughs, approaching his nemesis slowly. A fireball gathers in his hand. "Cloud may not have managed to take you down all the way, but it seems he at least affected _some_ damage. Plan B time, I guess. Pack your pita, buddy-boy, 'cause you've just won a free, instant trip straight to the Underworld!"

A blast of cold energy strikes Hades' hand, neatly dissipating the flame there. Looking up in rage and surprise, the Lord of the Underworld spots Sora, Azlyn, and Telary standing up against him.

"I don't think Hercules is interested in what you're offering, Hades!" Sora righteously declares.

"He'd rather go with the lifetime supply of soup," Azlyn quips with a smirk.

Hades grimaces. "Ugh, Blondie, why dontcha just leave the jokes to me, hm?" The flame-haired man shrugs. "Still, if you're determined to do this, why not? Herc may be my number one, but I love murdering heroic types of all stripes! Welcome to the Hades Survival Cup, kids. Only one rule in this competition!" Fireballs spring up in both of the god's hands. "There are no rules!"

The flaming spheres head straight for the heroes, but they manage to dodge easily enough. Hades keeps them coming though, fireball after fireball hurtling towards each member of the trio. They manage to dodge or block them, but it's far from easy.

Sora just barely bats away a fireball when smoke bursts out of nowhere behind him. The boy spins on his heel just in time to see Hades emerges. The god reaches out, smacking the Keybearer hard and sending him to the ground.

Azlyn jumps in to protect her friend, but the punch she lands is as useless as if she were going up against a brick wall. All it takes is a flick of Hades' finger, and she's sent flying. Back to business, the Lord of the Underworld prepares a stream of flame, aimed directly for the fallen Sora.

He doesn't get far before Telary's blizzard spell kills the spread of fire. Annoyed, Hades hurls a fireball at the wizard. Tel is resourceful, though, and merely flings a flaming orb of his own out on an intercept course. The fireballs hit and fizzle, canceling each other out.

With his opponent distracted, Sora rushes in with a powerful horizontal slice against the god's midsection. The blow lands, but bounces off like he'd hit a trampoline. Frowning, Hades smacks the boy away again. Then Azlyn tries for a fling kick, only to be caught by the ankle and flung away. Right into Telary, as it happens. They go down together.

"Impressive, you three!" Hades declares, gloating but also sounding sincere. "I've had tougher battles, sure, but not many. Why, even ol' Jerkules here…" Looking to where the exhausted hero had last been, Hades' face falls. "Uh, okay. Hey, anybody seen…?"

"Right here, Hades!"

The god barely has time to react to his enemy's voice before a strong fist delivers a stone-cold punch right to his face. Hades doesn't even get to cry out in pain. His face just folds in on itself. When it pops out, he sees Hercules standing before him, looking as heroic as ever.

"You were right," the redheaded hero chuckles. "Cloud did manage to wear me down a bit. Luckily, Sora and his friends provided a nice distraction while I caught my breath."

"That's us!" Sora chimes in, on his feet and grinning. "No better distractions around."

"Speak for yourself!" Azlyn practically spits, arms folded tight across her chest.

"Playing dead, eh?" Hades scoffs at his nemesis. "What a cheap trick!"

Herc shrugs. "Just following the one rule. Y'know, that there _are_ no rules?"

Hades looks around, suddenly realizing how untenable his predicament is. Hercules in front, the kids behind. Even Phil's come out to led his glare to the fray.

"Well," the god relents, shrugging, "I guess that's another round to you, Wonderbreath! Congrats, and sayonara!" Another puff of smoke arises around the god. When it's gone, so is Hades.

"Do most Cups end like that?" Azlyn asks Phil, everyone reconvening.

The satyr shakes his head. "Nope, I can confidently say that that was a totally unique experience! Good thing too, or all the games would end up gettin' called off!"

"What?" Sora whines. "What do you mean, called off?"

"Three words, kid," Phil replies. "Everybody's pooped!"

Telary frowns. "Wait a minute, that was only… Aw, forget it!"

"Hey, everybody!" Jiminy calls from nearby, where he's standing with the unconscious Cloud. "C'mon, he's coming around!" Everyone walks over to the blond warrior, watching as he rises to his feet.

"You okay?" Sora asks.

"I'll be fine," the man replies, sheathing his massive sword across his back. "Sorry I ruined your games."

Sora shrugs. "Eh, it's no big."

Cloud gives the Keybearer a quick nod of acknowledgment, then begins walking back towards the course's exit without another word.

"There he goes," Telary says, his voice reminiscent of a narrator in some old western film. Looking at Azlyn, the wizard asks, "What, no comment about how you 'hate to see him go, but love to watch him leave'?"

She shrugs. "Eh, I'm kinda over it. That 'brooding loner on a mission no one understands' thing is so YA romance novel, y'know? I prefer a guy with a sense of humor. Smiles a lot, makes me laugh."

Telary puts an arm around his counterpart's shoulders. "Well, I'm sure there's someone out there just like that for you, Az."

While his companions get mushy, Sora runs after Cloud. "Hey!" The blond warrior stops, looking over his shoulder at the Keybearer. "I, uh, hope you get your memories back. And, uh, ya never really know, right? Sometimes all it takes is one little thing, and suddenly you're remembering stuff from, like, years ago. So, uh, just don't give up, okay?"

For a brief second, Sora thinks he can see a smile flash across Cloud's face. "Don't worry. I won't."

"I guess the brotherhood between you spiky-haireds is a strong thing indeed," Phil says, leading the rest of the group over to Sora.

The boy grins sheepishly. "Heh, guess so. Well, it's time for the three of us to follow Cloud's lead and get going."

"I understand," Herc says. He and Sora share a quick, firm handshake. "But hey, if you ever find yourself here at the coliseum again…"

"Rematch?" Sora chuckles, smiling brightly. "You can count on it."


	7. Promise

As the doors to the previous floor creak closed, Azlyn lets out a deep sigh. Caught by surprise, the boys stop to give her concerned looks. When she notices, she stops in her tracks as well, turning away from their questioning gazes.

"C'mon, Az," Sora encourages the knight. "Don't go keeping things from us. What was that sigh about?"

After a moment of internal debate, Azlyn sighs again and turns back to her companions, arms dropped to her sides. "I was just, kinda, thinking about the king. Y'know, how much I hope he's okay and stuff."

For some reason that makes Sora raise a curious eyebrow. "Okay. So, uh, what's got you bringing that up?"

She shrugs. "Just making sure I hadn't forgotten him."

"Oh, Az." Ever the comforter, Telary puts a reassuring hand on his counterpart's shoulder. "But, at least you know now that you do still remember."

"Yeah," Azlyn agrees, letting out a relieved puff of breath. "I know that we're on a quest to find him! 'Cause he got left behind. In, um, on the uh…"

"The Door to Darkness!" Telary provides, nodding as he reviews his own recollections. "Yeah, he had to stay on the other side, the dark side, to get it closed for good."

"Riku was with him!" Sora chimes in, happy at how easily the memory slides into place. "He had to stay on the dark side too." The boy smiles, lacing his fingers behind his neck in his usual casual pose. "Well okay! That was easy. I guess we really do hang on to the memories that are most important."

"Yeah," Telary agrees. As the trio move on to the next floor, though, he can't help but add a silent _I hope so_.

 **KH-KH-KH**

Axel stands in the center of a white room, observing a large sphere of transparent white glass. In the orb's center, Sora and his friends keep making their way up. The only sound in the room is the tinny recreation of their conversation, and the sound of colored pencil scratching against paper. Until suddenly that sound stops, a new one replacing it. The sound of an opening portal.

A woman emerges, wearing the same black coat as Axel. Hers is a bit more tight-fitting, the caps of her sleeves looser. All that is background, though, compared to her most distinct feature: the cruel sneer of her full lips.

"Answer me honestly now, Axel," the woman asks, her voice playful and mocking. "Have you even moved from that spot since I last saw you?"

The fiery redhead rolls his eyes, before turning to face his compatriot. His face is skillfully arranged into abject boredom.

"You certainly are interested in this boy," the blonde continues, sauntering closer. The swing of her hips is exaggerated, obvious. Trying too hard. She always is, if you ask Axel.

"He's better than sitting around and marveling at the architecture, Larxene," Axel replies, shrugging. "Wouldn't you agree?"

Larxene returns his shrug. "Perhaps. Haven't quite made up my mind yet."

"Maybe this will help," Axel offers. "He became a Heartless, you know. I'd imagine even you know what that means for a person."

She nods casually. "Complete loss of memories, feelings, identity. Nothing left but mindless darkness." Her eyes are closed halfway through the recitation, her sneer ticking up into the realm of a grin.

"Usually," Axel agrees. "But not our Sora! Oh no, he was able to hold on to his sense of self. Quite a feat for anyone. Never mind someone so young. In fact, I can only think of one person who's ever done the same."

"So, that's it," Larxene says. "It's the strength of his heart that interests you. You wanna know what makes him tick?"

"Don't we all?" Axel shrugs, a small grin forming on his face. "After all, isn't studying hearts the Organization's mission? Unlocking the secrets within?"

"Axel displaying a work ethic," Larxene says bemusedly. "I never thought I'd live to see the day."

 **KH-KH-KH**

Another floor, looking exactly the same. Not even the spotless white decorative sculptures are different. The fourth floor, if Telary is counting correctly. Not that counting is big on the wizard's mind at the moment.

"You asked last time, so this one's on me I guess," Azlyn quips to her counterpart, though there's clear sincerity in it. "What's got you thinkin'?"

"Just trying to go through what I remember," he replies, shrugging in an attempt at nonchalance. "Far as I can tell, it's all there. At least, I hope so. Still, I know we must have forgotten _something_!"

"But, if you don't know what it was," Sora says, sounding like he's puzzling out a very complex equation, "then I guess it wasn't that important."

"Maybe…" Tel allows. He isn't so sure though. There is something missing, he's sure of it. Something big.

He winces, a sudden spike of headache pain coursing through his skull.

"The big things are gonna stick around, we know that!" Oblivious to Telary's situation, Sora reaches into his pocket and pulls out a star-shaped charm attached through thin cord. "See, look at this."

Telary flinches again, the pain only getting worse. It's a strange feeling, hard to explain. Like an old wound being reopened…

"Uh, what is it?" Azlyn asks. She frowns at the object, scratching at the top of her head. Suddenly, it's like her scalp feels itchy for some reason.

"A good luck charm Kairi made," Sora explains cheerfully. He gazes lovingly at the object, too wrapped up in its significance to notice the discomfort his friends are displaying. "When she gave it to me, it came with a promise. That we'd see each other again. That I'd come back to her."

The image of Kairi rises up in his mind, smiling at him. He reaches for her unconsciously, longing to touch the face that smile is gracing. To feel her hair, silky and blonde… He gasps, his hand snapping back like it's been burned. This isn't right, what he's seeing here. This isn't Kairi.

"Uh, Sora?"

The sound of Azlyn's voice jolts the Keybearer back to reality. Shaking off the incredibly vivid mental picture, he turns to his companions. They both look concerned. Uncomfortable, too.

"I'm, uh, I'm fine guys," he reassures the Disney Castle pair, shrugging it off. "Just spaced out for a second."

"I swear, all these bright lights are doing brain damage," Azlyn mutters dejectedly. She and Telary make their way to the doors at the end of the hall.

Sora doesn't follow just yet, still thinking on the sudden change in his mental picture. If that girl wasn't Kairi, then… Who is she?

 **Okay, so, hey everybody! So sorry that I forgot to do shoutouts! Okay, so, thank you to Spiderfan626, MediaMaster 263, and anonymous guest for your continuing reviewing patronage. A welcoming shoutout to Heartless, KidFlash, and Chirithy564 for their first series reviews. If you haven't, I welcome you to read the 1st and 2nd Keys to the Kingdom stories (Well, maybe not the second if you want to avoid "spoilers". Though, really you can read all through KttK II without missing much, unless you have no idea about COM's story either). And a big one to Cinder-Kat, who has long supported this series at KHInsider and kindly left a review on EVER FREAKIN CHAPTER! Much love for that. Though, of course I love all reviewing efforts. Really makes this endeavor seem worth it.**

 **Anyway, until next time!**


	8. Insides

Purple walls pulse with breath and life, creating undulating patterns in the spots of bright colors. Everything is rounded and organic, flesh and bone knitting together to create the chaotic background that is biological process. And a lone wooden ship, floating in a stagnant pool in the beast's cavernous mouth.

As she finishes this latest drawing, the artist grimaces. Gross doesn't even begin to describe it.

Monstro

Sora looks around the trio's newest destination with a pronounced frown. The entire place just seems so _wrong_ somehow. If he's ever been here before, he's sure glad the memories haven't stuck around.

"What a, um, strange little place," Telary comments, looking less disapproving than Sora, but more like he's going to hurl.

Azlyn tests the (disturbingly purple) ground they walk on with a few prods of her boot's heel. "The ground's all springy and soft." Curious, she lightly punches the nearest wall. It jiggles disgustingly. "Walls too."

"And it's all warm," Sora adds, still taking it all in. "That's pretty nice, actually. Feels kinda relaxing."

"Like you want to take a nap?" Telary suggests, nodding slightly. "Well, honestly that's probably just because we've been doing so much running around lately. Something tells me, though, that this wouldn't be the most hygienic place to have a lie-down."

"Shouldn't you be a little more worried?"

The new voice startles the trio, who all jump up and look around the strange chamber for its source. For all their efforts, none of them spot a thing.

"Um, hello?" Telary calls, his voice shaking. "Anybody there?" Scared of the unknown, he fails to notice Jiminy Cricket's head popping out of his vest's pocket with a thoughtful expression.

"Why would we be worried?' Sora asks the mysterious stranger. "Just where are we, anyway?"

"Well," the mystery voice replies, "you're in the belly of Monstro the whale!"

"Monstro!" Jiminy springs out of Telary's pocket, landing several feet away on Sora's shoulder. "That's a name _I_ know. And if I'm not mistaken, I know this voice too! Pinocchio!"

"Jiminy?" Something small falls from a "ledge" above, landing on the purple floor with a loud clatter. Looking down, Sora, Azlyn, and Telary are surprised to see a small boy standing before them. A small _wooden_ boy, to be more exact. Upon seeing the chronicler perched on Sora's shoulder, his mouth drops open. "Wow, it is you!"

"As I live and breathe!" Jiminy remarks, hopping down to stand in front of Pinocchio. "This is truly a surprise." Turning back to his trio of companions, the cricket explains. "Pinocchio and I come from the same world. Before I ended up in Disney Castle, I worked full time as his conscience."

"Cool," Sora says casually, grinning. "After all this time, you're seeing each other again." Internally, the Keybearer can't help but be a little jealous. He should be so lucky to find an old friend so randomly.

"And here we _still_ haven't seen hide or tail of the king!" Azlyn declares sharply. Telary nods sympathetically, giving her a comforting pat on the back.

"It's real good to see you again, Jiminy!" Pinocchio says. "I was starting to think that maybe I never would again."

Jiminy just chuckles. "Oh, you can't get rid of me so easily. After all, ya can't run from your conscience. It should be your guide no matter what."

Pinocchio nods. "Oh, sure I know that Jiminy! But I've been a good boy even without you around. I haven't told a single lie!"

That statement apparently triggers something, since, to Sora and company's surprise, the wooden boy's nose grows out half an inch. Telary takes it especially hard. The kid may be made of wood, but that doesn't seem to matter to his already churning stomach.

Jiminy doesn't seem so shocked at what just occurred. In fact, the little insect just looks angry and disappointed.

"Oh, Pinocchio!" he admonishes his charge, shaking one gloved hand at the kid. He's about to go in for a further lecture when a distinct clanking noise sounds from a ways away. Shocked and disturbed, everyone turns towards the source of the ruckus.

A group of Soldier Heartless shuffle through a glowing opening in the "wall". Two Search Ghosts hover along above them, a waddling Large Body bringing up the rear.

"Here too, eh?" Sora remarks, summoning the Keyblade to hand and crouching into his battle stance.

"Jiminy, what's going on?" Pinocchio asks his conscience, voice trembling.

"Nothing good, Pinocch," the cricket answers, ushering his charge away from the looming confrontation. "Best to just stand back and let Sora and the others take care of this."

The Soldier Heartless, spotting the group of heroes, rush forward with their claws outstretched. Sora, Azlyn, and Telary stand their ground, ready to receive the enemies.

The first Soldier is easily cut down with a single Keyblade swipe, another one vanishing as Sora swings his blade back upwards. Azlyn kicks another Heartless into one of its companions, leaving easy fodder for Telary to burn with a fireball.

The disembodied hand of a Search Ghost flies in and takes the wizard in the chest, sending him stumbling backwards. Azlyn growls at the Heartless, leaping forward and swinging her shield to smash it against the closest wall.

Sora sidesteps the second Search Ghost's attack, easily cutting it in two. Turning, he's surprised to see the Large Body standing over him. It raises its massive fist, snapping out a backhand that sends the Keybearer bouncing into the wall. He grimaces as he makes contact, feeling suddenly sticky.

Ice crystals impact against the Large Body's chest, drawing its attention away from Sora. Telary stands before the creature, looking as defiant as possible. Taking it as a challenge, the Heartless lumbers towards him. The wizard is just a distraction of course, giving Azlyn time to slip in behind the creature. She hurls her shield at its vulnerable back, sending it stumbling forward. Before the Heartless even hits the ground, its body has disappeared.

Telary helps Sora to his feet, casting a quick Cure just in case. The Keybearer gives his older friend a grateful smile.

"I doesn't matter where we go," Azlyn sighs, stowing her shield against her back. "The Heartless will always find a way to show up and ruin things."

Sora gives her a knowing look. "Yeah, like you don't actually _love_ fighting those things."

"Wow!" Pinocchio emerges from his hiding place, Jiminy resting on his shoulder. "I can see why you're traveling with these guys now, Jiminy! They're so cool!"

The chronicler nods. "Oh, they sure are. Been through thick and thin, we have."

"So," the wooden boy continues, "what are you all doing here in Monstro anyway? How'd you get here?"

The trio pause, each one looking at the others for a comment. In the end, they can only just shrug helplessly at each other.

"Well, we kind used a special way," Telary explains. "Super-special, actually." He sighs, shoulders slumping. "So special, in fact, that we're not exactly sure how we did it."

Pinocchio frowns. "Aw, that's too bad. I thought maybe you could help me and Father get out of here!"

Jiminy jumps in surprise. "Pinocch! Why didn't you tell me that Geppetto is here too?"

"Oh, I guess I just forgot!" Somehow, the boy's wooden face reddens in a blush. "Sorry, Jiminy."

"That's a-okay, pal!" Jiminy smiles, affectionately patting his friend's cheek. "But now that you have, why don't we go see him, hm? Maybe work up a plan to get out of here?"

Pinocchio seems all-too eager to cooperate with his conscience's idea. Smiling, he leads the way towards through Monstro's vast insides. Sora doesn't know much about biology, but he's pretty sure that the whale's internal makeup is _not_ normal.

Eventually they reach the largest chamber they've yet seen, a vast cavern filled with water. Judging by the giant-sized teeth at the room's other end, this is Monstro's mouth. Propped up in one corner is an old wooden ship, its sail tattered and torn. A gray-haired man stands at its bow, looking out over the arriving group with great interest.

Luckily, Pinocchio and his father have made a long bridge from the edge of the water to the floating ship. None of the trio much want to think about what exactly all the stagnant water is.

"Father!" Pinocchio calls as they board the ship. "You'll never guess who I found!"

"Geppetto!" Jiminy leaps off the wooden boy's shoulder, bounding up to the old man with an enthusiastic smile.

"Jiminy?" Geppetto leans down to get a closer look, smiling when he realizes that his eyes aren't deceiving him. "Well, as I live and breathe!" He looks up at Sora, Azlyn, and Telary. "Don't tell me the whale swallowed _all_ of you up!"

"Uh, not exactly," Sora explains with a nervous shrug. "But, y'know, that really isn't very important actually."

"What I want to know," Jiminy interjects, "is what you two are doing here inside Monstro."

Geppetto sighs. "That's actually quite the long story."

Jiminy doesn't look perturbed. "Well, frankly, we've got quite a bit of time on our hands here. I really do want to know."

The old man nods, and everyone settles in for his long story. Geppetto weaves a rather fantastical tale, of a wish for his own child, and a blue fairy granting life to a puppet he'd carved. Jiminy interjects several times in this initial part, explaining his own role as Pinocchio's conscience and the puppet's journey towards becoming "a real boy".

By the time Geppetto gets around to explaining the actual circumstances of he and his son's current predicament, quite some time has passed. Azlyn has fallen asleep, slumped against Telary's shoulder and snoring softly. The wizard's arm is around her shoulders.

"Quite a story," Jiminy says, shaking his head. "Swallowed up by a whale. Not quite where we envisioned this going, eh Geppetto?"

"Must be pretty awful, being stuck here," Sora observes with a frown.

The toymaker only shrugs, chuckling lightly. "Oh, it isn't as bad as you might think. And even so, at least I'm here with my son. I was so worried when I couldn't find him before, and now we're together. There's nothing better than being reunited with someone you love."

Sora gives the old man a smile. "Well, I guess I can't argue with you there."

"Being trapped here is nothing, as long as I have Pinocchio! He's such a good boy."

Jiminy frowns, an idea suddenly sparking in his brain. Looking around the ship, his grimace only deepens. "Um, speaking of Pinocchio…"

"Oh, yeah," Azlyn interrupts, yawning and stretching. "He wandered off a few minutes ago. Can't say I exactly blame him…"

"WHAT!" Jiminy jumps up and down in anger, shaking his fist at the drowsy knight. "Why didn't you say anything?"

"I was gonna!" Azlyn defends herself, arms crossed tightly. "But then, y'know. I fell asleep. Sorry."

"Off exploring again, I expect," Geppetto says with a resigned sigh. This obviously isn't the first time Pinocchio has pulled a disappearing act. "I've asked him many times what good all this poking around is for, but he won't tell me! I keep warning him it might be dangerous, but he never listens."

"What happened to 'such a good boy'?" Azlyn whispers conspiratorially to Telary.

"Don't worry about Pinocchio, sir," Sora offers. "We can find him!" Leaning back towards his companions, he adds, "Helping people always seems to lead us to the way back to the castle."

"Bless you all," Geppetto says gratefully, beaming. "It should do my son some good, anyway, to spend time with such upstanding and responsible people as you three!"

"We already agreed to the job," Azlyn says, rolling her eyes. "No need for the flattery."

Bidding goodbye to Geppetto, the trio sets back out into the bowels of Monstro. They attempt to follow the path they first trod in reverse, calling out to Pinocchio all the while. But after a few minutes, it begins to seem apparent that they made some sort of mistake.

"I don't know much about whales," Telary says when they stop for a rest, hoping to regroup and come up with a better way to conduct their search. "But I'm pretty sure that _this_ internal configuration isn't what I'd have imagined."

Azlyn laughs at her counterpart's observation. "Haven't you learned not to count anything out yet, Tel? After all, this thing _is_ flying through space."

"What?" Sora says, suddenly overwhelmed by curiosity and bewilderment. "What are you talking about, 'flying through space'? This is a whale we're talking about Azlyn."

"I think the better question is what are _you_ talking about?" The knight's posture goes a bit more rigid, indignant. Then, after a moment, she slumps again. "I mean, I definitely remember Gummi space being involved. Somehow."

"I think I know what you're saying," Telary agrees, scratching at his chin. "I remember a whale in space too. Even as ridiculous as that sounds."

Now that his friends are discussing it, Sora can't help but come around on the space-whale idea as well. But it certainly seems absurd. Like an element of a childhood story or game.

" _I thought you liked games, Sora."_

The Keybearer jumps. Judging by the fact that neither Azlyn nor Telary follow suit, he concludes that the words he'd heard were in his head alone. Luckily, the others seem to not have noticed. He's grateful for that, but it won't exactly prove useful in providing answers.

" _If you want answers, well then I guess you'll just have to catch us both, won't you?"_

This time, much more prepared for the voice's presence, Sora can more readily identify where they're coming from. A few feet away, where the organic purple "wall" of the chamber curves, a quick flash of color catches the Keybearer's eye. Yellow, black, and blue disappears beyond his sight in a featureless streak.

There's no time to waste, not even for giving his friends a heads up. Making a wordless loud noise to catch Az and Tel's attention, Sora sprints after the mysterious streak. Skidding around the wall's curve, he looks around again to get his bearings. Sure enough, the edge of another blur of colors rushes right out of sight.

The chase continue this way for a few minutes, Sora and his pursuer locked in a fast-paced game of cat and mouse. The Keybearer can hear the rest of his companions following behind him, yelling at him to wait up. He can't comply, though. Not when he knows that something important is at stake in this chase.

Finally, the pursuit comes to an end. A dead one. Sora stands in a large chamber, its rounded walls stretching over ten feet high. Looking up, he notes that some kind of sealed sphincter is embedded in the chamber's "roof".

More importantly, the figure he was chasing is nowhere to be found.

The sound of footsteps, as well as quite a bit of huffing and wheezing, alerts Sora to the arrival of his companions. When he turns to face them, Telary and Jiminy look confused, while Azlyn is very obviously unhappy.

"What the hell was that about?" the knight demands, quickly regaining her breath after the long run. "You ditched us!"

"I have to agree," Telary adds, struggling more to control his breathing. "Not very cool at all, man."

"Sorry guys," Sora apologizes, sheepishly rubbing at the back of his neck. "I just saw…" He hesitates, unsure of how exactly to explain what he saw. Especially since, discounting a quiet and steady feeling in his heart, he has no idea who he was chasing after either. "Someone."

"Was it Pinocchio?" Jiminy asks, leaning in curiously.

Sora shakes his head. "No, definitely not. I think at least, I'm not sure. All I really saw was this fast-moving blur. Every time I turned a corner, so did he."

"And you just let it lead you here?" Azlyn scoffs, frowning. "Nice way to get stuck in a trap, if you ask me."

"Relax, Az," Telary says, placing a calming hand on his counterpart's shoulder. "It's not unreasonable, really. Like you said, weird things happen to us all the time, after all. Case in point, of course, being the fact that we're running around inside a whale trying to find a wooden puppet boy."

"Riku."

Everyone stares at Sora, who just continues to look contemplative.

"That must have been what I thought," he explains. "I thought I was following Riku."

"Oh," Telary says, nodding understandingly. The way his face scrunches in confusion, though, suggest that the wizard in fact doesn't understand at all. "Well, whatever. There's still the question of finding Pinocchio."

"We must've looked all over inside this whale!" Jiminy declares, frustrated. "And we haven't seen hide or tail of that boy!"

"Uh, well," Azlyn chimes in, looking straight up at the ceiling with an apprehensive expression. "I can think of one place we haven't looked."

The others follow her gaze, each grimacing as they set their sights on the sphincter she's referring to.

"How much, exactly," the knight continues, looking down at Jiminy down, "do you really care about this kid, huh?"

"Enough to try anything and everything!" the cricket declares, stomping one foot for emphasis.

"That's really sweet, Jiminy," Telary practically coos. "Almost makes this vomitous adventure worth it."

"Let's see if you're still saying that in a minute." Azlyn says, shaking her head.

The knight widens her stance, pulling back her shield and aiming it upwards. With a small grunt of effort she hurls the disc upward. It strikes the organic opening with a distinct (and gross) _gurgle wurgle gurgle_ noise. The pink flesh opens, and a strong current of air pulls the group upward.

They tumble around for a few seconds that seem to last much longer, slamming into "walls" of jiggling flesh every time the strange tunnel they're in makes a sudden turn.

With a loud clatter, the trio and Jiminy land in a tangled heap of limbs. As they begin to separate, the party takes notice of their surroundings. They stand in a medium-sized chamber, atop a fleshy pink platform in the middle of a neon green lake.

"Um, are you okay?" Pinocchio asks, standing at the other end of the figure-eight shaped island. The wooden boy looks apprehensive, and well he should.

"Pinocchio, you naughty boy!" Jiminy declares, hopping up and down in anger. "How could you take off like that, without telling anyone?"

"Gee, Jiminy…"

"Geppetto is worried sick!" the chronicler continues to rant. "Not to mention how _my_ poor heart reacted!"

"And you made us have to run around this slimy whale's insides, too!" Azlyn chimes in.

Sora frowns, stepping up between Pinocchio and his perturbed companions. "Okay guys, relax. He's safe, we found him, everything is alright."

"Well," Jiminy huffs, crossing his arms, "I suppose that _is_ what really matters here."

"What were you doing anyway, Pinocchio?" Telary gently inquires. "Looking for something?"

Pinocchio perks up, like he's just found a lifeline to latch onto. "Uh, yeah!" he declares, nodding so vigorously it gives Sora's neck sympathy pains. "I was looking for treasure!"

Light again sparks in front of the puppet's face, and when it's faded his nose is even longer than before.

"Pinocch!" Jiminy yells, his tiny hands balling into fists. "Another lie? Why, I oughta…!"

"Hang on there, Jiminy," Telary interrupts. The wizard gets down on one knee in front of the slightly quivering Pinocchio. "It's okay, Pinocch. You can tell us what's really going on, we won't get mad. Right?" He turns to the others, giving them a significant look. They all nod, some more reluctantly than others. Satisfied, Telary turns back to the wooden boy. "See?"

Pinocchio sighs deeply, his entire body drooping. "Okay, I trust you. The reason I've been running off all the time is that I've been exploring every nook and cranny of Monstro. I'm looking for a way to get out of here! I thought if I told Father, he'd get worried and tell me to stop. He says that things are alright, that he's happy here, but I know he doesn't want to spend forever in a whale's belly. Neither do I!"

"I hear ya on that," Azlyn agrees.

"So, you lied because you love your dad," Sora says, nodding understandingly. "But you should really stop."

"Huh?" Pinocchio frowns, thrown for a loop.

"Sora is right," Jiminy chimes in. "Geppetto loves you a whole lot, Pinocch, just the same way you do him. If you're unhappy here, I'm sure he would do whatever he could to help you out."

"It only takes a little courage," Telary says, still kneeling to the wooden boy's level. "Doing the right thing usually does."

"I understand," Pinocchio says, smiling once again. "I guess telling Father the truth is what a real boy would do, huh?"

"Not a real boy, Pinocchio," Sora says, trying his hardest to sound profound. "A real _man_."

"Oh, please," Azlyn declares, rolling her eyes at the whole affair. "This is yuckier than the whale insides! Can we just get out of this place?"

"You're right," Telary agrees. He rises to his feet once again, examining the chamber. "Okay, so, how exactly _do_ we get out of this place?"

Pinocchio perks up. "Oh, I think I know the way. Just follow me!"

The wooden boy runs to the other end of the platform. Just as he's getting there, the entire chamber shakes. Sora, Azlyn, and Telary are nearly thrown into the green liquid. The heel of Telary's shoe just barely grazes it, smoke rising from the point of contact.

A second impact shakes the islet once again, as a massive purple Heartless with two long bulbous arms and teeth like a cage in its belly lands directly in front of Pinocchio. The puppet screams and tries to do a quick reverse, but before he can the Heartless's belly-mouth opens wide and clamps down, trapping him inside.

"Jiminy!" Pinocchio yells.

"Oh, Pinocch!" The conscience is going berserk, hopping up and down to release his nervous energy.

"It's got me!"

Sora scowls at the Parasite Cage. "Just hang tight, Pinocch. We can handle this."

"We can?" Azlyn says worriedly.

"Of course," Sora replies, apparently as confident as ever. "At least, I think."

The Parasite Cage's arms dive into the green acid, bulging and pumping as much of the burning liquid into itself. Raising them out of the ooze, it fires a huge sphere of acid right for the trio.

They jump out of the way, each tensing to avoid being splashed. The largest glop heads toward Azlyn, who thankfully has her shield to deflect the corrosive liquid back into its pool. Sora barely ducks his small spray, Telary using a fire spell to evaporate the acid before it can get to him.

Sora feels an impact against his back, one of the Cage's arms coming around at him from behind. The Keybearer stumbles forward, colliding with Azlyn and sending them both careening to the platform's edge. Only Telary's quick reflexes save them, grabbing Azlyn's arm to give them an anchor.

Another glop of acid comes at the gathered trio, but as one they leap forward and roll out of its way.

Jiminy, mostly useless in this fight as usual, instead runs over to the Heartless itself. Pinocchio, desperately gripping at the "bars" of his prison, only notices the cricket once he speaks up.

"It's gonna be alright, Pinocch!" Jiminy says in his most reassuring voice. What's going on behind him, Azlyn barely flipping over another wild arm strike only to nearly land on a backpedaling Telary, doesn't exactly instill a lot of confidence.

"I'm stuck, Jiminy!" Pinocchio laments. "I can't get out! Oh, I'm so afraid."

Jiminy perks up, an idea suddenly coming to him. "Don't be Pinocchio! Remember what the kids were saying about courage. Fight back, Pinocch! Fight back!"

The wooden boy takes the words of his conscience to heart. There isn't much room in the tiny confines of the Parasite Cage's belly, but Pinocchio takes a step back before charging forward. He collides with the cage's bars, only succeeding in rattling himself. He stumbles back, feeling more helpless than before. Maybe he isn't so courageous after all…

Azlyn deflects another glop of ooze, but tiny droplets of it splash outward. A few hit Telary in the upper arm. The wizard hisses in pain, body shaking in sudden shock.

"Oh, that is _so_ not gonna fly!" The knight rears back and throws her as powerfully as she can. Her shield whizzes through the air and smacks into the Heartless's torso. The creature barely wobbles, but it's enough to throw Pinocchio for a loop.

The wooden boy stumbles back and forth inside the creature. He's trying to find solid footing, but it seems intent on eluding him.

"Don't give up Pinocch!" Jiminy yelps, going into his usual excited jumping up and down routine. The wooden boy looks down at his hopping conscience, a sudden idea coming to him.

Mustering his strength, Pinocchio begins imitating Jiminy, hopping up and down as fast as he can. He closes his eyes, all energy focused on his chance for escape.

Back outside, Sora notices that the Parasite Cage's focus seems to have slipped. It begins to wobble and wiggle, looking almost disturbed. Looking closer, the Keybearer spots Pinocchio inside the monster's belly, hopping like a madman.

"Way to go, Pinocch!" Sora calls encouragingly. Not about to let this advantage slip, he charges forward, leaping up and bringing the Keyblade down against the Heartless. It wobbles even more, leaning drunkenly towards the acid.

Sora strikes again, coinciding his attack with a particularly strong landing from Pinocchio. The dual disturbances, both inside and out, prove too much for the Parasite Cage. It tips back, falling towards the neon acid below.

When the Heartless hits the disgusting liquid, its cage-like mouth opens as if to unleash a scream. Pinocchio seizes his opportunity, leaping out of the creature towards land. Sora, Keyblade dismissed, easily catches the wooden boy in his arms.

The Parasite Cage thrashes and struggles, acid eating at its hide. When its tubular arm nearly sends him tumbling into the liquid himself, Sora wisely decides to back away. Finally, it seems that the Parasite Cage has taken as much as it can. With another wordless cry, the Heartless fades out into nonexistence.

"We did it!" Pinocchio cheers, hugging Sora exuberantly. The Keybearer laughs and nods, pulling the puppet in tight.

"No, Pinocchio," he says after a moment, placing the wooden boy back on the platform. "If it weren't for you, that thing would've beaten us bad. _You_ did it, Pinocchio."

"Sure did," Telary agrees with a smile.

"Ya got guts, kiddo," Azlyn says.

"Aw, geeze." Pinocchio shrugs sheepishly, blushing once again.

"They're right, Pinocch," Jiminy offers, grinning widely himself. "If you have enough courage to fight that monster, surely you can talk to your father about finding a way out."

"Actually," Pinocchio says, "I think I figured out a way to get out of here! When I jumped around inside that monster, I guess I made it all sick. I think it was about to spit me out too. So, what if we did the same thing to Monstro?"

"Thrash around?" Telary says, thinking hard on the notion. "You know, you might actually be on to something there."

"If we're talking about giving Monstro a little indigestion, I'm all in," Azlyn says almost gleefully, rubbing her hands together.

"What are we waiting for, then?" Pinocchio declares. "Let's go deeper and try it out!"

Sora, Azlyn, Telary and Jiminy all exchange quick, concerned frowns.

"The thing is, Pinocch," Jiminy explains, nervously rubbing at the back of his neck as he's seen Sora do so many times, "is that it's gonna be mighty dangerous, what we're doing. Maybe you oughta leave it to us."

"Jiminy…" Pinocchio frowns, his entire body drooping in disappointment.

"You should be with your father, anyway," the chronicler continues. "Won't do much good to get you outta this whale if you and Geppetto are just gonna get separated again."

The wooden boy sighs, accepting his conscience's words even if he doesn't like them. "I guess you're right, Jiminy. I, uh, I'll see you real soon then?"

The cricket hesitates only a moment before nodding, carefully keeping his composure. "Yeah, Pinocchio. Sure thing."

"Okay." Pinocchio goes to a knee, giving the cricket a friendly pat on the head. When he stands, his wooden eyes look a little shinier than normal. "See ya, Jiminy." He runs off, patting the wall and allowing himself to be sucked back through the tube that brought him here.

"W-well," Jiminy says after a long, silent moment, "guess it's lucky that I'm not the one with the growing nose, eh?"

"Jiminy…" Sora offers a comforting hand to the chronicler, but he shakes his head in refusal.

"No time for that now, Sora," he says. Looking up, there's only steely resolve in the cricket's eyes. "Let's make good on that promise, huh?"

 **KH-KH-KH**

It takes quite a bit of walking until the trio reach their final dead end. It's a large chamber, one tier of flesh circling a lower bowl.

"This looks like the end of the road," Telary observes. "Nowhere else to go."

"Now, how exactly are we supposed to kick up this disturbance?" Sora asks, looking around himself at the empty chamber.

Grinning, Azlyn takes off for the edge of the top tier at her best speed. Reaching the lip, she jumps out over the flesh below. She lands with a solid _whunk_ , bouncing a few feet into the air as a result. Doing a back flip, she repeats the process.

It looks like a lot of fun, actually, so with a loud whoop of joy Sora joins the knight. The pair bounce around happily, hardly even paying attention to the minor tremors that shake the room.

"Oh, man," Telary sighs. This definitely hadn't been what he'd had in mind. But, might as well take the opportunity to enjoy it. Cautiously, he takes a small hop over the rim to join his friends.

The trio and Jiminy bounce with abandon, criss-crossing each other and performing tricks. Azlyn is naturally the best at such things, but Sora performs admirably. For his part, Telary just bounces and tries his best to stay out of their way. All the while, Monstro begins to shake fearsomely.

A particularly strong tremor hits the chamber, throwing off Azlyn's next jump. All grace fleeing her movements, the knight plummets straight into Telary. The Disney Castle pair fall to the ground, bouncing up twice before they settle.

It takes a moment for Telary to register the fact that Azlyn is sitting in his lap. A few more moments later, he realizes that it isn't a bad feeling. For her part, the knight just stares down at her counterpart. They're both breathing heavily. They're both so close.

An absolutely enormous tremor shocks the whole chamber, startling everyone. Az and Tel just snap out of their strange trance, but Sora loses his composure midair and falls flat on his face. The big tremor begets a dozen smaller ones, and soon Monstro seems to be in constant motion.

"I think this is it!" Sora yells, his voice shaking as much as the rest of him is. He quickly crawls over to his friends, putting a hand on both. Jiminy yelps, climbing into the Keybearer's pocket.

The trio bounces upward, a harsh gust of air pushing them aloft. They go rather high too, and when Sora manages to get an eye open he can only gasp in shock. The floor is gone, leaving nothing but a dark hole below. Suddenly, air rushes in the opposite direction, sending them careening through the hole at high speed.

Seconds later there's a huge splash, and suddenly they're submerged. Sora, used to sudden falls into water, tightens his grip of Telary's arm and swims up toward the surface. Seconds later, they break.

Looking around, Sora gets his bearing enough to see that they're back in Monstro's mouth. Also of note, Geppetto's ship is nowhere to be seen. Realizing he can't hear his companions, the Keybearer gasps and turns around, worried.

Luckily, both Azlyn and Telary seem okay, bobbing up and down while they attempt to wheeze breath back into their lungs. A second later, Jiminy's tiny green head pops up. Looking annoyed, the conscience grabs his black top had where it's floating, jamming it atop his head.

It takes some effort, but soon the group manages to reach "shore". Bedraggled and worn out, they collapse on the dry ground. Or whatever part of Monstro this is supposed to be.

"I hate this stupid whale," Azlyn huffs, halfheartedly shaking her fist at the general idea of Monstro's existence.

"Looks like Geppetto and Pinocchio made it out," Telary notes, sitting up despite the great effort it takes. "That's good."

Jiminy sighs, resting his cheek on a gloved hand. "Yeah, it sure is."

"You seem pretty upset there, Jiminy," Sora says, scooting closer to the small chronicler. "I'm sure they're both safe."

"That is the important thing, you're right." Still frowning, Jiminy stands and walks closer to the water's edge. "They have each other, too. And I'm starting to think maybe Pinocchio doesn't need ol' Jiminy hanging around anymore. He's come a long way, after all. Maybe he's better off without me nagging him all the time."

"Don't talk like that Jiminy," Telary says. "Pinocchio really cares about you. And remember what Geppetto said, about how great it is to reunite with the people you love? I'll bet you anything Pinocchio is counting the days until you're together again."

Finally, Jiminy Cricket pops a smile. He turns back to the human trio, nodding his thanks to all three of them. "Ya know, Telary, I think you're right about that."

"The emotional blah-blah-blah is dealt with, right?" Azlyn asks, still obviously perturbed. "Then how about we move on to the next question: how do _we_ get outta here?"

Looking behind him, Sora notices that the exit out of Monstro's mouth has a slight sheen of light playing over it. He grins, holding out a hand to help Azlyn to her feet.

"I've got an idea," he says with confidence.


	9. Girl

"Who _was_ she?" Sora mutters to himself, carefully examining the split-second mental image from his memory. The blonde girl who had, just for a moment, overtaken his image of Kairi. Something about her lingers in his mind, right on the edge of his perception and yet out of reach. "Someone I know, it must be! But who…?"

Not paying attention where he's going, Sora manages to stumble right into Telary's back. The wizard yelps and leaps forward, landing a good five feet further away. _That_ sets the Keybearer's attention back on track.

"What is with you?" Azlyn snaps on Telary's behalf. The wizard is still huffing and puffing after his shocked leap, and of course he's too nice to be snippy regardless.

"Sorry Tel!" Sora apologizes, stepping forward to clap his older friend on the shoulder. "I just wasn't looking where I was going, that's all. Lost in thought, I guess."

"Oh, I understand," Telary says, waving away the entire situation. "I just got a bit of a shock, that's all. I mean, you never can be too sure when you're wandering around a strange castle that makes you lose your mind. At least my headache is going down a little."

"You didn't say anything about a headache!" Sora frowns, arms crossed over his chest. "Are you okay?"

"I'm fine," the wizard replies. "Like I said, just a little headache. Probably these bright walls."

"Maybe one of these floors has a gift shop," Azlyn suggests, chuckling. "We could pick up some sunglasses and make things easier. For now, though, we've got to keep things moving. Remember Riku and the king!"

Azlyn takes the lead to the next floor, which is of course identical to all the previous. Even knowing that, the knight can't help but sigh at the sight. Telary follows just behind her, Sora in the rear.

It's a good thing, too, because as soon as the Keybearer sets foot on the castle's next floor, he stops dead in his tracks.

"There _was_ another girl!"

The statement in turn stops Azlyn and Telary, who both make as abrupt a halt as the Keybearer had. They spin around, looking bewildered.

"Where?" Telary asks, casting his gaze all around the empty hall. "The only girl here is Azlyn." The knight gives Sora a sardonic wave.

"I know that!" the Keybearer snaps right back, rolling his eyes at his companions. "I was talking about the past. Back on Destiny Islands, when me and Riku and Kairi were little, another girl used to play with us all the time. We were best friends, all four of us."

"That's, uh, nice," Telary says, nodding in a way that he hopes conveys approval. "Thanks for sharing."

"Why bring her up now, though?" Azlyn asks. "This is literally the first time you've mentioned her. Or maybe you just talked about her while I was spacing out. That happens to me sometimes, when you're talking."

"I didn't mention her before," Sora replies, a bit snippier than is usual. He sighs. "Actually, until we got to this castle, I'd pretty much forgotten all about her."

"Well, why now?" Telary asks. "What's going on that got you to remember?"

Sora just shrugs. "Not sure. And I don't actually remember everything. It's just kinda been coming back to me in, like, bits and pieces."

"Okay, so this other girl then," Azlyn says. "What's her name?"

The Keybearer opens his mouth to provide an answer, when suddenly he realizes something awful: he has no idea what the answer to that question is. For a long moment, he just stands still with his mouth hanging open.

"Um, hello?"

Azlyn's voice jars Sora back to awareness. He closes his mouth with a loud _click_ of his teeth, blinking rapidly to restore his focus.

"I, uh, I don't remember," he's finally forced to admit. Before the others can even react, he carries on. "I feel so dumb though, right? All that talk about not forgetting our friends… and I can't even remember her name."

"Don't worry about it, Sora," Jiminy assures the Keybearer. "If you've gotten other things back, I'm sure her name'll pop up in yer noggin real soon."

"You're right, Jiminy," Sora agrees with a forceful nod. "Let's just keep going then, okay?" Holding his head high, the Keyblade wielder marches forward. Azlyn rolls her eyes, but follows along anyway.

Telary stays still for a moment though, thinking. He's not sure what it is, but something about this situation is really…

"Ugh," the wizard moans, placing a hand on his temple. This stupid headache again. Maybe Azlyn's point about the walls has merit. Squinting to protect his eyes, the wizard turns to follow his companions.


	10. Tricks

A real challenge, this one. Brightly-colored chaos, up and down and sideways in patterns that make no sense. A hedge maze stretching farther than the eye can see, white roses dripping red growing from the green. A dark forest sized much too large, blades of grass as tall as trees and a tree that rivals most buildings in size. A room fit for a giant, or perhaps just a giant-sized trick.

All in the golden afternoon.

Wonderland

"Guys," Sora says, surveying his surroundings with a critical eye, "I think we might have shrunk a little."

They stand in a dark forest, a dirt path stretching out before them. They're surrounded on all sides, but not by the wooden trunks of trees. Thin, brittle blades of grass, ranging in color from dull brown to putrid yellow, rise up around them. A few flowers, taller by at least a foot than any member of the trio, are dotted here and there.

"This is certainly… different," Telary remarks. He reaches up to touch a flower, only for it to recoil from his hand. Startled, the wizard backs off.

Azlyn, looking suddenly intense, holds up a hand. "Hang on, guys. Somebody's coming."

Moments later, the boys can hear it too. Something rustles through the grass behind them, moving quickly and making no attempt to disguise itself. Wary, everyone prepares their weapons, just in case hostilities are about to break out.

"I'M LATE!"

A cluster of grass blades part to reveal yet another unusual sight: a small white rabbit, dressed quite dapperly in trousers and a red waistcoat, hops out onto the open. He holds a giant golden pocket watch in one hand, and he looks like he's about to throw up.

"Uh, what?" Sora declares, startled enough to drop his battle-readiness. "Who are…"

"No time to say hello!" the rabbit rants, shaking his head fast enough to blur his features. "Oh, she'll have my head for sure this time! I'm late, I'm late, I'm late!"

His piece apparently said, the little guy takes off down the dirt path. The trio watch him go for a long moment.

"Unusual," Telary finally comments, scratching his head. "To say the least."

"I liked his outfit," Jiminy comments, his head poking out of Telary's pocket.

"What was he saying about having his head?" Sora asks, frowning at the implication. "You don't think he meant…?" The boy makes a slicing motion across his throat.

"Probably," Azlyn agrees. "Good reason to freak out, if you ask me. Looks like this place is weird _and_ dangerous! We should feel right at home, then."

"Maybe he's in some kind of trouble," Sora suggests, his "resolute hero" face kicking into high gear. "Let's follow him, see what's up."

"Pursuing the first lead we find has yielded us good results before," Telary says. "Onward, then."

They continue down the path, still able to hear the white rabbit's occasional cries of distress. Eventually they come upon a deliberately parted pair of grass blades, brighter sunlight shining through. Nudging them apart even further, the trio step into what might as well be an entirely new world.

The sun shines brightly down from above, illuminating the tall green hedges surrounding them on either side. The hedges continue stretching in either direction, the path into the darker forest accessible by walking straight _through_ a hedge.

"Which way now?' Telary asks, a bit nervous. Mazes have never been his thing, not without having a map to study at least.

"I can't hear that rabbit's screaming anymore," Sora notes, cupping his hand to one ear in a useless gesture.

Azlyn, meanwhile, scans the ground. Finding what she was looking for, the knight smiles. "Footprints in the grass," she announces, pointing out the small depressions in the immaculately trimmed maze path. "They go this way. C'mon."

The trio take off again. A few moments later, the bright sound of a trumpet rings out, very close by. Turning the next right corner, they come upon a heart-shaped hedge. Roses grow out of it, red and wet-looking. Through the arch, some kind of gathering is going on.

A girl stands behind a wooden podium, leaning against it. A tall wooden desk looms ominously over the smaller stand, a large woman in red and black leaning forward to peer suspiciously at the girl below her. She wears a crown, which indicates some kind of royalty.

The white rabbit stands by the queenly woman, looking as nervous as before. But there's something in his eyes, too, looking down at the girl behind the podium. Something like sympathy, or even pity. That's how it looks to Telary, anyway.

"What's going on here?" Azlyn asks in a whisper, obviously not really expecting an answer.

"Um, little girl…" the white rabbit begins, playing nervously with his collar.

"Alice," the little girl provides, offering a curtsy.

"Yes, Alice, alright, yes," the rabbit stutters. "Do you, um, do you understand the charges being levied against you?"

"Charges?" Sora mutters to himself.

"A trial, then," Telary says, nodding as he catalogs the information.

"Well, naturally I must say I don't!" Alice protests, planting both fists firmly on her hips. "I've done absolutely _nothing_ wrong…"

"HA!" The black-and-red wearing woman laughs boldly, the sound harsh and unpleasant. She leans back, shaking her large head. "If you wish to lie, you little wretch, at least attempt to tell a convincing one."

"I would never lie in a court!" Alice retorts indignantly.

"Very well," the apparent judge says. "If you insist on keeping up with this 'I don't know' charade, I shall tell you your crime. You are charged with aiding and abetting the Heartless that threaten my kingdom!"

Sora, Azlyn, and Telary's jaws drop. This little girl, an accomplice to the Heartless. It hardly seems possible.

"That is the most ridiculous…" Alice murmurs, shaking her head. "What evidence do you have of this crime, might I ask?"

The queen frowns, looking almost constipated. "Evidence? Well, if you must know, the evidence is… I've forgotten!"

"Excuse me?" Alice asks, thoroughly taken aback.

"What kind of court is this?" Sora declares, clenching his fists angrily.

"You've stolen my memory, you little minx!" the queen continues, her bluster only increasing.

"This is a very serious crime, young Alice," the white rabbit explains, wringing his paws nervously. "If the Queen of Hearts is without her memory, we haven't any way to rid the kingdom of the Heartless!"

"And what makes you think I've got it?" Alice says. "Being queen doesn't just give you license to bully others simply because you're forgetful."

"I am _not_ forgetful!" the Queen of Hearts yells, slamming a hand against the edge of her desk. "I have never forgotten anything else before, ever! Insolent girl, I'd suggest you learn some respect for your betters!"

"I've plenty of respect," Alice shoots back. "For those that are deserving of it." From their hiding place, Sora, Azlyn, and Telary laugh amongst themselves. This little girl, it seems, has some spunk about her.

"You little trollop!" the queen declares, clutching a (strangely small) hand to her chest. "And to think, I would have been willing to let you go with a warning, had you simply apologized."

Judging by the bewildered look on the white rabbit's face, _that_ certainly isn't the truth.

"Now," the queen continues, "I am forced to act. Guards, seize this girl! OFF WITH HER HEAD!"

Sora can't take this anymore. As a cohort of playing card guards march forward, he rushes out into the outdoor courtroom. Leaping up to stand beside Alice on the podium, he summons the Keyblade.

"Oh, my!" the little blonde girl, already recoiling from the approaching guards, declares upon seeing Sora's weapon.

"What is the meaning of this?" the Queen of Hearts rages, slapping her desk again. "Who is this brazen boy?"

Sora frowns. "Hey, who's the brazen one? This trial is so stupid! You're gonna kill this girl without having any evidence of what she did?"

"An anarchist!" the queen declares with an affronted glass.

"What?" Sora turns his glare's intensity up a notch. "I just want things to be fair, okay."

"Who are you to tell me what is and is not fair?" The Queen of Hearts leans back, suddenly cool and composed again. "It seems that you, young man, are completely lacking in evidence yourself. I can only assume, then, that you know who the real culprit is in this crime?"

"Uh…" Sora's mouth works uselessly for a long minute, trying hard to form some useful words for the situation. Nothing comes to him. But still, he just _knows_ that Alice is innocent. Overall, this whole situation is giving him the nastiest case of déjà vu.

"TELL ME!" the queen bellows, leaning forward again. Her palms press so hard against the wood of her desk that Sora swears he hears it splintering. "Give me a name, boy, or I shall be forced to carry out…"

"ME! I'm the thief!"

The outdoor courtroom goes silent, Sora's voice still echoing through the air. The Keybearer pants heavily, his left hand still resting on the spot where he'd slammed it into the podium.

"Really, Sora?" Azlyn declares, breaking the silence with a snort.

"Of course not!" Sora quietly hisses back at her. "But what else was I supposed to…?"

"Guards!" The Queen of Hearts has recovered quite nicely from her shock. Her face twists into a rictus of rage and vengeance. The card soldiers respond to her command, snapping to attention with their weapons at the ready. "You heard him. Seize the thief, and his accomplices too!"

The card soldiers, some red hearts with spears and others black spades with large axes, charge Sora and Alice's podium. Luckily they aren't too bright, the front line ramming right into the wooden front of the podium and the back two lines keeping them there.

Happy for the advantage, Sora grabs Alice's wrist and turns to run. The pair sprint towards the exit together, catching up with Azlyn and Telary on the way. They're just about to the archway when a cohort of soldiers steps out, weapons primed and ready.

Azlyn skids to a stop and hurls her shield, knocking down two hearts. Telary fires off a blizzard spell, spreading its effects as widely as he can. The ice crystal and cold energy hits the cards right in their faces, causing much consternation and discomfort.

With their would-be captors incapacitated, it'd an easy feat for Azlyn and Sora to shoulder their way through the soldiers' ranks. The quartet hits the hedge maze running, Alice's wrist still firmly in Sora's grip.

"YOU IMBECILES!" the Queen of Hearts bellows, banging away at her desk's surface in sheer rage. "You're letting them get away! Catch them you fools, and off with their heads!"

"Which way was the exit again?" Sora asks, frantically looking around for the slightly parted hedge leaves. An intersection waits a few feet ahead, dividing into two paths going opposite directions. Judging by the sound of feet thundering behind the group, a wrong move here is not an option.

"Left!" Azlyn yells, already angling herself for the turn.

"No!" Telary practically screeches. "We went left when we were _going_ to the trial, which means it's a right turn!"

"You sure about that?" Azlyn asks, somehow managing to speak deadpan despite the fact she's yelling.

A group of three spade soldiers come rushing down the righthand path, axes raised to swing. Letting go of Alice, Sora sprints to the head of the group. His Keyblade appears in a flash of light, just in time to block an ax swing. Another solider goes in for the kill, but a quick turn of his blade allows Sora to parry that as well.

Telary reaches Sora's position, raising his staff over the younger boy's shoulder and unleashing another blizzard spell. The card soldiers fall back, clutching at their suddenly cold faces and bodies.

It's a reprieve, but not much of one. Turning around to take the opposite path, Sora nearly gets his head impaled on a red lance that's been hurled from behind. Looking to the weapon's source, the Keybearer blanches upon seeing a veritable _horde_ of soldiers zeroing in.

"Move!" he yells desperately, gesturing down the path.

Azlyn shakes her head quickly. "No time! New plan!" Screaming defiantly, the knight plows shoulder-first directly through the hedge wall.

It seems as good a strategy as any, and so the boys follow suit in charging straight on through. They don't take the impact well, though, tripping and ending up in wild somersaults that end with them landing on their backsides. Hard.

"Ow," Sora notes, shaking his head at the pain.

"Worry about that later!" Telary commands, standing quickly. "We gotta hurry up and get moving before… Wait a minute!"

Sora looks up, surprised by his older friend's outburst. He immediately understands its cause though. The open and sunny area of the hedge maze is gone, replaced once again by a dark section of the Lotus Forest.

"Huh?' is all the Keybearer has to offer at first. He stands, slowly taking in the new surroundings. "What happened? Why are we back here?"

Telary just shakes his head, feeling quite incredulous himself. "Beats me." The wizard's eyes widen, a thought occurring to him. "Where's Azlyn?

"And Alice?" Sora adds, looking all around for any sign of a girl with blonde hair.

"Over here!" a familiarly accented voice speaks up. Alice's head pokes out between two blades of grass, the rest of her body soon following. "I must say, that was certainly an odd turn of events."

"I'll say," Sora agrees, sticking his hands in the pockets of his jacket.

"Is Azlyn with you?" Telary interjects, shouldering the nonchalant Keybearer aside. "The girl with us. Her hair's blonde like yours, but short."

"I'm here!"

The sudden intrusion of Azlyn's voice startles the party, who look up to see the knight peering over the rim of a very large mushroom.

"How'd you get up there?" Telary calls up, concern clear in his voice.

"Beats the hell outta me," his counterpart replies. Swinging her legs over, Azlyn leaps off the tall fungus and lands crouched before the group. "One second I'm jumping through a bush, the next I'm falling down on some mushroom bigger than I am!"

"Wonderland certainly is an odd place, isn't it?" Alice chimes in, seeming pretty happy despite circumstances. "It's like some sort of odd dream, isn't it?"

"Not a pleasant one," Telary grumbles.

"Quite a chancy thing, dreams," a smooth, lilting voice declares from seemingly thin air. Startled, the party jump in shock. Except Alice, who merely frowns.

"What was that?" Azlyn demands. "What…?"

"Ah, the Cheshire Cat," Alice says, nodding as if this is the simplest answer in the world. She looks up, towards a huge tree stump. Sora, Azlyn, and Telary follow her gaze, startled by what they find.

A rather plump cat, purple with winding pink stripes, lounges lazily on the stump. Its eyes are yellow, practically glowing and perfectly offsetting the pitch-black slits of its pupils. Beneath its pink nose, a wide grin shows its perfect white teeth.

"Every night we fall to sleep, never knowing if the fantasies awaiting us will leave behind pleasing memories, or unpleasant." The cat titters, rolling over onto its back.

"Yeah, sure," Sora replies, his voice a little shaky. "Not to be rude or anything, but where did you come from?"

"Where did _you_ come from, my young friend?" the cat shoots back, tilting its head inquisitively. "And where are you going, that's more important I think. You aren't out of the woods yet."

"That queen didn't seem like the kind of person who would take losing well," Telary says, clutching instinctively at his neck.

"Correct!" the Cheshire Cat exclaims, its eyes literally lighting up. "The queen is a stickler for justice, as far as things go. She won't forget you until she remembers!"

"What did she forget, anyway?" Sora asks, more as a general question than one he expects to be answered.

"Did she forget because she remembers?" The Cheshire Cat stands up, playfully regarding the four people before it. "Does she remember what she forgot? What if she forgets she forgot? How is a raven like a writing desk?" It giggles, quite delightedly. "Oh, so many questions. Not enough answers!"

"All we need to do is stay away from her," Azlyn interjects, scowling at the Cheshire Cat and his confusing tirade. "We're trying to get out of this place anyway, right?"

"Maybe that'll work for us," Telary points out, "but what about poor Alice, huh? If the queen catches her, it's off with…" The wizard shudders, touching lightly at his neck. "Well, you know what!"

"So, we gotta do something about the queen," Sora says, nodding as he adjusts to the idea. "She doesn't seem like a very good ruler anyway."

"You _could_ do something," says the Cheshire Cat, leaning its chin on one paw. "In point of fact, you _can_ do _everything_. But of course, you don't _have_ to do anything."

"What's that supposed to mean?" Sora asks.

"Well," the cat replies, his grin somehow getting even wider, "if you can't remember something, then it's like it never happened. Conversely, if something never happened, you can't remember it! Try hard as you might, it might not do you good to try hard! Try too hard to remember, after all, and your memory might just lie to you."

"Lie?" Sora says, frowning. How could your own memory lie to you? That's absurd, right?

"That's all I can spare to say, I'm afraid." Chuckling, the Cheshire Cat begins to slowly fade from existence. "The rest is up to you." Soon, all that remains of the tricky cat is its pearly white grin. Moments later, even that disappears.

"What was that all about?" Azlyn blurts as soon as the cat is gone.

"I've met that cat before," Alice explains. "In this very forest, it so happens. He was the one who led me to the queen's court. That's where I was arrested."

"Do you think it knows who the real thief is?" Sora asks.

"Ah, so it _isn't_ true," Alice says, sounding quite relieved as she looks at the Keybearer. "What you said back in the court. I suspected not, but I wasn't quite sure."

"He just said that," Telary explains. "He wanted to save…"

"To show off!" Azlyn interrupts haughtily.

The spiky-haired boy gives her a glare. "Knock it off, Az. We still have a problem here. Who's the thief?"

"I guess we'll just have to figure that out ourselves," Telary says, sighing. "Where to start though? We don't have any clues at all."

"Then that's what to start with," Alice declares. "Like Sora said, investigation is necessary in any legal procedure."

"A mystery, eh?" Azlyn says, visibly perking up. "Sounds like a job for me!"

Sora opens his mouth to make a skeptical comment, but before he can, the knight takes off. For a moment those left behind just look at each other in bewilderment. Telary sighs, gesturing for them all to follow Azlyn's trail.

The knight leads them down the path, constantly stopping to check for… Well, it's not very clear actually, but her friends and Alice follow regardless. The young blonde girl does occasionally speak up to ask a question, but usually all the boys can think of to say I reply is, "It's Azlyn. Just go with it."

Eventually the mad dash leads somewhere new. Parting aside some thick bushes, Azlyn reveals a clearing below. A long dining table with a pink tablecloth sits empty, a small cottage looming over it.

"What's this then?" Alice inquires as the group head into the silent, empty valley.

"Some kind of party, maybe," Telary suggests, examining the fully set table for clues. "Nobody showed up, though."

"Don't blame 'em much," Azlyn declares. "Tea parties are lame."

Telary frowns at that. As a child, he quite fancied a nice tea party, thank you very much.

"Could there really be a clue here?" Sora asks, opening a tea pot lid to peer inside. As expected, there's nothing useful there.

"Even thieves get thirsty," Alice points out. "The thief may have stopped for some tea."

"Good thought," Azlyn says, setting the smaller blonde girl to preening. With a thoughtful look, the knight turns her attention to the cottage. "And maybe that tea made him sleepy, so he stopped in here for a nap."

"Or he had to pee!" Sora points out gleefully, happy to contribute.

Azlyn takes lead, opening up the cottage door and walking right in, blatantly ignoring Alice and Telary's suggestions to knock first for politeness' sake. What they find inside is strange, even for this world.

It's like they're suddenly just a few inches high, standing on the brightly patterned floor of an enormous room. A mountain of a chair and table rest in the middle of the area, and over by the side is a brick fireplace. In the wall across from them is a door fit for a giant.

"What the…?" Sora begins, looking all around in wonderment.

"Oh, my goodness!"

The voice comes from behind the group, who all whirl around at its exclamation. To their (once again) surprise, the handle of the (appropriately-sized for them) door they just entered through wears a face, its keyhole opening and closing like a mouth.

"Uh…" Azlyn mutters, flabbergasted.

"Where are your manners?" the doorknob scolds, yawning halfway through the drowsily recited sentence. "You woke me up!"

"We're terribly sorry," Alice apologizes, dropping into a delicate curtsy.

Caught up in the moment, Telary bows to the doorknob as well. "Sir, uh, we were just, um, interested to know where…"

"Oh, I haven't any time for silly questions!" the knob snaps, his tired voice taking some bite out of the words. "Just keep it down, you hear?" With a few undecipherable mutterings, the doorknob returns to sleep.

"I feel kinda bad," Sora whispers, glancing guiltily at the slumbering doorknob.

"Why'd you let it go back to sleep!" Azlyn demands, not making much of an effort to keep _her_ volume down. "It could've told us if it saw the thief."

"Oh," Alice says. "Should we wake it up again, then?"

"No need for that, my dear," the familiar haughty voice of the Queen of Hearts interrupts. Gasping in shock, the party turns to see her standing by the large table with a smug look on her face. Several card soldiers flank the boisterous tyrant, weapons at the ready. "The culprits have been quite handily recognized, I should say."

"I guess we didn't get as far away as we needed to," Telary says, his voice shaking nervously.

"Honestly," Azlyn says, a mean grin on her face, "I'm kinda surprised she even got outta that chair of hers!"

"Jokes won't save you now, wretch," the queen declares, regarding her captives smugly. "The game is up for all of you scoundrels. For the theft of my memory, a crucial component in maintaining chaos and disorder in this kingdom, I hereby sentence you all to…"

The lights of the bizarre room suddenly begin to flicker, and in a few moments they give out entirely. Everything is cast into pitch blackness, hands no longer visible even in front of faces. Alice gasps in fright, and the card soldiers let out startled bellows. Small noises of movement sound from nearby, like the soft patter of slippers on a floor, and the slight rustling of what sounds like paper. Not to mention the persistent snoring of the drowsy doorknob

After a panicked moment, things return to normal. The lights go up in the bizarre room once again. Its occupants are momentarily blinded, but when their eyes readjust everything is normal. By Wonderland standards, anyway.

"What was…?" Azlyn begins. Her shield is in hand, drawn instinctively in the moment of blackness.

"I sentence…!" the Queen of Hearts bellows, drawing all eyes to her. Her hand is raised high in her usual consternation, but an odd look of confusion mars her features. "I sentence you all to… Oh, dear. I can't remember what I was just about to say!" She looks around, only seeming to grow more confused. The cards, as always, follow their liege's lead, looking to one another with questioning glances. "What is happening? Where am I?"

"That's odd," Alice points out, head slightly tilted.

"It's like she completely forgot," Sora says, frowning as he thinks the problem through. "One second she was gonna kill us, and the next…"

"Confound it all!" the queen rages, knocking over a spade soldier in her rage. "What am I doing away from court?"

"Her memory disappeared so quickly," Telary says, his face slowly growing more concerned. "Like somebody just…"

"Stole it," Azlyn finishes for her counterpart. She raises her shield once again. "Looks like we found ourselves a thief."

Alice lets out a sudden shriek, pointing up at the room's ceiling."Oh, Sora, look out!"

The Keybearer and his companions follow her finger upward, just in time to see a large figure come leaping out of a shadow in the ceiling's corner. It lands on the floor hard enough to shake the entire room. The creature stands slowly, peering down at the tiny beings below it with ten pairs of eyes, from five flat heads stacked on top of each other. Its torso is red and black, the Heartless symbol decorating its chest. Its arms unfold slowly, with the paper-like rustle that had been heard in the earlier darkness. Long legs stretch down to pointed feet. Reaching behind its back, the monster pulls forth two purple clubs.

"I think we know what swiped the queen's memory now!" Sora declares, crouching into fighting position with the Keyblade drawn.

Speaking of the queen, she lets out a horrified scream before turning tail and sprinting for cover. She screeches for her guards to cover her all the while, but they seem to be too busy scattering themselves.

"No help!" Azlyn growls sardonically. "What a shocker!"

"Cover Alice!" Sora instructs the knight, yelling to be heard over the Queen of Hearts' screams. "I can deal with this!"

"How?" Telary asks, not sounding very confident in his younger friend.

The Trickmaster lumbers forward, juggling its clubs almost merrily as it approaches. It stops upon reaching Sora and Telary, raising its weapons in the air before slamming them down hard to the floor. Luckily it isn't a terribly swift creature, and the boys easily scatter to dodge the blow.

With its vulnerable heads closer to the floor, Sora sees his chance. Gritting his teeth, the boy takes a running leap at the Heartless. He slashes downward, missing the heads but landing a solid smack on the creature's torso.

The Trickmaster shakes its stack of heads, wildly striking out with its lefthand baton. Sora, having just landed from his leap, barely gets the Keyblade up in time to deflect. Its a far from perfect guard, though, sending him sliding back over the smooth floor.

The Trickmaster turns toward him, but a fireball colliding with its back deters pursuit. It turns to Telary, the wizard's staff still raised. He fires off another flaming orb, landing a direct hit on his opponent's Heartless symbol.

Sora leaps at the memory thief's leg, smacking it hard with the Keyblade. The blow proves ineffective though, merely bouncing off the limb. He tries another, higher leap aimed for the Trickmaster's torso, but can't get the necessary height.

An idea suddenly sparks in the Keybearer's brain. Height, that's the key! The Trickmaster's vulnerabilities are far too high to reach from the ground, but a convenient solution lies close at hand.

The sound of something hitting metal breaks Sora from his strategic reverie. Looking over, he sees Azlyn flipping through the air, her shield held up as if she just deflected something. Judging by the situation, Sora would have to guess it was the creature's baton.

"Telary!" Sora calls to his mystical companion, who's busy shooting off a fire spell once again into the Trickmaster's torso. The wizard looks to the Keybearer questioningly. "Keep its focus, I've got a plan!"

Telary nods, yelping as the Trickmaster again tries to knock him away with its baton. He lets off a blizzard spell this time, the cold energy staggering it more than fire.

Sora leaps up, just barely managing to grip the edge of the large chair sitting by the table. With a loud grunt of effort he heaves himself upward, standing on the seat and preparing for his jump to the looming lip of the table.

The Trickmaster slams its baton down at the depleted Telary, but Azlyn manages to slip in and deflect the blow. The knight holds her ground this time, still ready when the second strike happens. It unsteadies her, however, and the third hit shakes her arms so hard they feel well on their way to becoming numb.

"Hang on," Sora mutters to himself, pulling himself onto the table with both hands. He slides himself on top on his stomach, repeating those two words like a mantra. "Hang on, hang on, hang on just a second…"

A fireball slams directly into two of the creature's faces, sending it staggering back and giving Azlyn a moment's reprieve. Shaking off her arms' pins and needles feeling, she looks up to see Sora readying himself atop the table. The Keybearer gives her a steady look back, pretending to punch himself in the stomach.

The knight gets it without further explanation, pulling her shield back with one arm before letting it fly. The disc hits the Trickmaster directly in its torso, sending the creature doubling over momentarily.

That moment is all Sora needs. With a defiant cry, he leaps down off the table on a direct course for the Trickmaster's stack of heads. The Keyblade swings downward, cleaving off the lowest head in the stack.

The Heartless hardly reacts beyond a sudden widening of all its eyes. It begins fading immediately once heads are separate from body, disappearing entirely just before its body can slam into the floor.

Sora's landing isn't quite perfect, stumbling forward a bit at the feeling of impact. Telary quickly grips the Keybearer's shoulders, keeping him steady and upright.

"Thanks," Sora says, straightening up as the wizard lets him go. Telary just shrugs.

"My goodness!" Alice declares, emerging from her hiding place behind a potted plant. She approaches the trio with awe and admiration in her eyes. "You defeated that monster so skillfully. I was right to put my trust in you."

"No more memory thief, I guess," Azlyn comments. She places a hand on Alice's shoulder. "Maybe this will finally get ol' Queenie off your…"

Speak of the devil, and she shall yell. "Hold it right there!" Groaning, the trio and Alice turn to face the Queen of Hearts once again. Her soldiers seem to have recovered their gumption as well, once again brandishing their weapons with attempted menace.

"Tell me what just happened here!" the queen demands, her face rapidly gaining color. "Where did that thing come from? What did it want? What is _your_ involvement in all of this?"

"Well…" Sora begins to explain. "We, uh… Maybe it, er…"

"How are we supposed to know?" Azlyn declares huffily. "We're not the Sunday paper!"

"LIES!" the queen rages, her fists balled tight enough for her knuckles to begin turning white. It's a stark contrast to the uniform red the rest of her is becoming. "I see how it is now, oh yes. You're plotting against me, aren't you?"

"WHAT?" Sora, Azlyn, and Telary exclaim as one.

Alice, however, seems largely unfazed. She steps forward, skillfully ignoring the card soldiers readying themselves for a fight.

"But your majesty, how could that be?" the small blonde girl asks, her head tilted curiously to one side. "After all, it was you yourself who commanded us to destroy the Heartless."

The queen suddenly seems to lose steam, her face rapidly fading back to its usual color. Her entire posture changes too, stiff spine relaxing. Anger diminished, she goes back to simply being confused.

Sora and the Disney Castle pair aren't much better of, staring at Alice in wonderment. The girl shoots a quick look over her shoulder to them, winking almost impishly.

"Your Majesty, in her prudence," Alice continues, facing the Queen of Hearts once more, "did not entirely trust us when we first met."

"And why would you?" Sora chimes in. He claps Azlyn on the shoulder. "I mean, who wouldn't doubt this girl was reliable?"

"Yeah," Azlyn agrees for some reason, her voice sickeningly sweet as she grabs Sora's shoulder in her own hand. "Or that this moron was capable in any way?" Her grip increases in pressure, and the Keybearer grimaces as he feels his knees involuntarily bending.

"Either way," Telary adds, quickly stepping up and seperating his younger friends, "you told us we needed to be tested. Our mettle. Just in case."

"And so we fought the Heartless," Alice finishes with a grin. "After all, how could we lowly three pass up on a chance to be of use to Her Illustrious Majesty?" For the finishing touch, the girl curtsies yet again. Sora, Azlyn, and Telary quickly follow suit.

"Really?" the queen asks, quite beside herself. " _I_ asked this of you?"

"Sure did!" Sora confirms, rising from his bow with a cheerful grin. "Or, don't you remember?"

Once again Sora proves himself a rather shrewd reader of people. "Of course I remember, you silly little twit! I never forget anything!"

"Just _one_ of the many reasons you are so beloved a queen," Telary says, his stomach doing a small flip at the enormity of _that_ falsehood.

"That and your beauty," Azlyn manages to get out, barely, without laughing.

"Well, then I suppose a congratulation would not be out of place," the queen says, regarding the trio and Alice for the first time with a positive opinion. "You all performed splendidly. I am quite pleased."

Her piece said, the Queen of Hearts draws up her skirts and marches out of the area with her guards (none of whom know what the hell just happened) in tow. When they're gone, Alice and the trio breathe sighs of relief.

"Nice going there, Alice," Sora thanks the small blonde, giving her his most sincere grin. "That was some good improv."

"Well," Alice says, shrugging, "I was just thinking about what the Cheshire Cat told us, back in the woods. About trying to remember so hard you end up lying to yourself. Like your own memory playing a little trick on you."

"The queen was way too proud to admit that she'd ever forgotten anything," Telary adds on, nodding appreciatively. "In the end, she managed to fool herself."

"She remembered something that didn't even happen," Sora says in conclusion, shaking his head at the whole idea. "Seems kinda ridiculous, doesn't it?"

"This is a ridiculous place," Alice replies knowingly, giggling. "And, now that the Queen of Hearts doesn't wish me dead, I'd rather enjoy exploring more of it."

"Sounds great," Azlyn says, giving her fellow blonde a one-armed hug. Alice reacts a bit shocked at first, but after a moment gives the knight a smile. The boys say their goodbyes as well, and Alice rushes off to roam about Wonderland.

Sora watches her leave, a thoughtful look on his face. When Telary touches his shoulder, the Keybearer nearly screams in fright. He manages to keep it to just a startled gasp, luckily.

"You okay?" the wizard asks his young friend, concern in his eyes.

He nods, chipper as ever. "Yeah, I'm fine. I was just spacing out for a second, I guess."

"Do that on your own time," Azlyn harshly instructs him. She regards the bizarre room, arms crossed over her chest. "Now, how do we get out of this crazy place?"

A loud yawn draws the party's attention behind them. The doorknob gazes back at them through heavily-lidded eyes. A slight shine plays over the wood of his door.

"Can't I get _any_ sleep?" the knob complains, yawning once again. Halfway through, he stops, regarding the trio with a confused stare. "Why are you all looking at me like that?"


	11. Remember

"So, Sora," Azlyn asks, turning to the Keybearer as the last echo of the closing door behind them dies, "remember anything else yet? About that other girl."

The Keybearer frowns, shrugging one shoulder. "Yeah, I think I do," he replies, feeling suddenly warm at the thought. "Bits and pieces at least."

"Maybe you just aren't trying hard enough," the knight suggests.

"There's no way!" Sora argues, regarding his companion icily. He's been trying as hard as he can, he really has. He's certainly doing much better than before.

"Relax, Sora," Telary says, stepping in before an argument can get started in earnest. The wizard is also doing better now than on the floors previous. His headache has lessened considerably, faded out to a small pain in the back of his head. "Maybe you should talk to us about the girl, huh? Saying things out loud could help you put the pieces together more easily."

"Okay," Sora agrees, his anger rapidly fading back into his usual cheer. "Um, okay. I remember that she used to draw a lot. With like colored pencils and crayons and stuff. She was really good, actually. A lot of times when we'd go to the play island, she wouldn't even really play with us. Just sat down and drew."

"Sounds like a real stimulating girl," Azlyn mutters to Telary, who gives her an admonishing look.

"She drew the rest of us a few times too," Sora continues, eyes going wide as his reminiscence grows clearer. He chuckles at a particular memory. "Riku and I fought, one time, about who she was gonna draw next. When Kairi found out about that, I think her eyes nearly rolled right out of her head."

Suddenly, the Keybearer's smile shrinks. He swallows thickly, a new and more bitter memory rising to the surface. "She was just gone, one day. It was like she disappeared. I was sad, and even when the grown ups tried to explain, I couldn't stop crying. I don't think I really understood what was happening."

"Is that it?" Telary asks. When Sora nods, he says, "Still no progress on her name?"

Sora sighs defeatedly, his whole body drooping. "That's the last thing, I think. It's making me pretty upset, actually."

"No kidding," Azlyn says, unusually sympathetic. "Still, at least you got all that other stuff set straight, right?"

"It is progress," Telary agrees chipperly. "The name will come in no time."

"Strange, isn't it?" Jiminy says, jumping out of Tel's pocket. He gives Sora a curious look. "Castle Oblivion is supposed to make folks forget things, right? But Sora just keeps remembering. It's all topsy turvy!"

"But the guy in black said that other thing too," Sora points out. "About losing being finding. And there's also what Axel told us."

"About really precious memories being buried in our hearts?" Azlyn recalls.

The Keybearer nods. "I didn't get it at all, at first. But now that it's happening, I gotta say it's all a lot clearer."

"Well, I'm glad it's all working out for you," Azlyn says, a bit poutier than usual for her. "But so far me and Telary don't have anything like that happening to us."

"What memories are you two keeping buried?" Sora asks, somewhat playful.

The Disney Castle pair look at each other sadly.

"There's a lot about our pasts we don't know," Telary says after a minute, facing Sora with a sad look on his face.

"We got dropped off at Disney Castle as babies," Azlyn adds, seeming uncharacteristically somber and far away. "Before that, there's nothing."

"Right," Sora says, giving both his companions sympathetic looks. "I think you told me about that before. Must be kinda hard."

"We live with it," Telary says, shrugging. If the gesture is an attempt to be nonchalant about the situation, it fails. "Besides, like Azlyn said, we were just babies. Permanent memories might have been impossible to create at that age."

"Then we'll just have to keep pushing on to the very top of the castle!" Azlyn declares, firmly smacking a fist into her open palm. She turns to the floor's staircase, obviously raring to go. "C'mon, Tel, we gotta start forgetting faster!"

"Yeah!" Sora agrees. The pair sprint towards the exit, determination evident in every step.

Telary jogs after them, but for the life of him he can't quite reach their level of enthusiasm. Something is wrong here, beyond all the memory shenanigans. With his headaches before he couldn't quite grasp it, but now he's thinking much more clearly.

He just wishes he knew _what_ he should be thinking about.

 **KH-KH-KH**

"Wow," Larxene comments, smiling at the fading image projection like a hungry predator anticipating a live meal. "Things really are going our way, aren't they?"

"The memories seem to have taken root in Sora," Axel agrees, considerably more passive about the whole affair. "And the other two seem to be off on their own trail now as well. Hopefully that'll distract them."

"He's almost out of cards, though," Larxene points out, licking her lips. "He can't get very far without more of them, can he? Time for another round."

The redhead looks at his compatriot with a raised eyebrow. "And I suppose _you_ want to administer this next gesture of goodwill?"

"Nothing would please me more."

"Very well," Axel says, sounding like he's doing the woman a huge favor. Reaching to his pocket, he extracts a stack of four cards. With a negligent flick of his wrist, he tosses them into the waiting hand of Larxene. "Be careful, though. The boy has to be in one piece, you know."

"I won't break the toy," Larxene scoffs, tossing her hair back haughtily. "I know the plan, dumbass. I've been in on this longer than you have."

Axel nods, his head moving only slightly. "Then you shouldn't mind the friendly warning. He is our little plot's centerpiece, after all."

" _Our_ plot, huh?" Larxene gives the redhead a grin, her teeth showing. "That mean you're really in on it now, too?" Off Axel's nod, her grin only gets larger. And hungrier. "Well, good. We may need the manpower. Just keep it under your hood, huh?" With a last conspiratorial wink, Larxene vanishes in a dark portal.

For a long moment, Axel just stares at the spot she once occupied. "Oh, my dear Larxene. You would have been wise to do the same."

Watching from her chair in the corner, the blonde artist shivers in fright.

 **Shoutouts to Cinder-Kat and Spiderfan for their great reviews! Love hearing from my readers!**


	12. Fears

A pale moon hangs in the dark sky, wispy gray clouds moving across its face. The dim light shines down on a town unlike any other. Gothic architecture in its purest form, all looming building and wrought iron metal. A large metal building rests on a high hill, looking down at the plaza below. A grim graveyard waits just outside the town limits, leading on a path to a most unusual hill, its tip curled in on itself.

The artist regards her work with satisfaction. It isn't often she gets to break out the darker side of her color pallet.

Halloween Town

Sora, Azlyn, and Telary step through a large gate into some kind of plaza, or maybe a town square. Buildings surround the space on all sides, all in various shapes and sizes but maintaining the same grayish and black coloring scheme. The whole place is decorated rather gothicly, and pumpkins feature prominently in the design scheme. In the square's center is a large fountain, green ooze instead of water flowing from the mouth of a rather horrific-looking statue. High above on a hill, a large metal structure looms in an oddly menacing way.

And even higher than that, of course, a moon that seems the size of Sora's fist provides a pale illumination.

"Interesting place, w-wouldn't you say?" Telary asks his companions, regarding the area with a pronounced nervousness. "A little, uh, what's the word?"

"Spooky?" Sora suggests, taking his own look around the space.

Azlyn just rolls her eyes. "Relax, you two. We've faced a lot scarier stuff in our day. Besides, I'd say we fit in pretty well."

The trio all take a moment to look themselves over. Sora's clothes are now black and grey, and his incisors have become the pointed fangs of a vampire. Azlyn wears some kind of white double-breated coat over a spidery black silk skirt. Her skin has gone a pale green, and her hair is a towering column of black with a lightning-bolt-like streak of white down the side. Telary is wrapped up in mummy bandages, parts of his body unwrapped and somehow invisible. All in all, they manage to blend right in.

"Looks like a picture from a scary-story comic," Sora comments. "Riku always used to read them to me at sleepovers." The Keybearer shudders. "I remember one time he read one so scary I had to go home. Man, he teased me about that for months."

Azlyn snickers into her hand. "A little comic book scared you _that_ much?"

"Azlyn, c'mon," Telary admonishes his counterpart. It's normal enough that, for a moment, he can forget the surroundings. When he once again remembers where he is, the wizard starts to shiver in fright again. "What kind of things were in those comics exactly, Sora? Goblins? Harpies? Ghosts?"

"Oh yeah," Sora answers, nodding sagely. "Horrifying monsters of every kind you can imagine. I bet this place is _crawling_ with ghosts."

"Then what's there to worry about?" Azlyn points out, sounding quite exasperated by this whole conversation. "If you know what's coming, then you can anticipate it. Then, you won't get scared."

"Not bad advice, Azlyn," Sora says, sounding impressed and more than a little shocked.

"I guess," Telary agrees, somewhat weakly. He takes a deep breath. "Okay, let's see what's going on around here."

Azlyn leads the group down a level into the lowest part of the square, the small area surrounding the monstrous fountain. The gooey liquid within bubbles.

Telary grimaces as he makes his way past it. "Part of me really wants to know what that stuff is. But most of me _really_ doesn't."

"Food coloring," Azlyn says dismissively. Seeking to prove her point, the knight reaches over to dip her finger in the liquid.

Only for a great splash to suddenly arise, sending green goo flying.

"Welcome to Halloween Town!"

Azlyn, startled to the extreme, screeches louder and higher than the boys have ever heard her go before. She falls back on her butt, reaching up to cover her face with her arms. Telary drops to the ground as well, placing both arms over his face for protection.

A tall, skinny figure stands in the fountain, dressed in a black suit with white pinstripes. His legs are about as long as Sora's entire body, arms only a little shorter. He stands in a menacing pose, holding bony white claws in front of his literally skeletal face.

Sora, somehow maintaining his feet despite the double-scare the skeleton man's appearance and Azlyn's reaction to that appearance has caused him, summons the Keyblade to hand. Schooling his face into an expression of bravery, the boy places himself between his friends and this new monster. He's prepared for anything.

Except, as it turns out, for the skeletal figure to throw his head back and unleash a joyous (yet undeniably still creepy) laugh.

"Oh, that was marvelous!" the pale man laughs, clutching bony fingers to his sides. "Such a shriek! I haven't heard one like that in ages."

Sora's expression droops from brave to confused. He lowers the Keyblade, somehow sensing that an attack is not forthcoming. Telary is still trying to catch his breath. Azlyn just gazes up at the group's strange new acquaintance, face rapidly contorting in utter rage.

"And just who the hell are you?" the knight roars, standing up and drawing her shield menacingly.

"Oh, my goodness!" the slight-figured spook declares, smacking his forehead with the palm of one hand. "Where are my manners, I haven't even introduced myself yet. My name is Jack Skellington. The _Pumpkin King_!"

"Uh, hi," Sora says numbly, dismissing the Keyblade entirely. He gives the supposed king of pumpkins a small wave.

"P-pleased to m-m-meet you," Telary stammers, slowly returning to his feet.

"What's the big idea?" Azlyn yells, stomping angrily against the cobblestones underfoot. "What are you trying to pull here, hiding in yucky-colored fountains and jumping out to scare people?"

"I was just trying to give you the usual Halloween Town welcome," Jack explains, shrugging innocently. "You have come here for thrilling chills and startling horrors, haven't you?"

"Not exactly," Sora replies.

"Not _remotely_!" Azlyn adds indignantly. She places a hand on the still shaken Telary's shoulder. "You almost gave my friend here a heart attack." The wizard nods in agreement.

Jack grimaces. "A poor choice of words in these times, I'm afraid. You see, Halloween Town is having quite a problem these days."

"What kind of problem?" Sora asks.

"Well…" Jack replies, scratching thoughtfully at his chin. Suddenly, his eyeless eye sockets widen in surprise. "A problem rather like this!"

Heartless appear on the upper tiers of the square, all looking menacing and ready for a fight. Wight Knights and Gargoyles form the bulk of the dark force, with a few Shadows twitching underfoot.

"That is definitely a problem," Telary says. He shoots off a fire spell, scorching a Wight Knight.

The Gargoyles swoop forward in a divebomb, Azlyn rolling away to avoid their probing claws. She throws her shield at the creatures' backs, one dodging but the other getting its wing clipped.

Sora swipes through two leaping Shadows, then darts forward quickly to eliminate three more crawling towards him. Movement flashes from the corner of his eye, giving him just enough time to avoid a downward swing from a Wight Knight. Another blow follows, which Sora ducks. Moving in closer, he neatly bisects the rotting creature.

An orb of eerie blue fire heads for Azlyn, but luckily the knight's shield is once again in hand to deflect the projectile. The knight is just lowering her weapon when she realizes there's a ploy at hand here, the Gargoyle that had fired the shot swooping at her with its claws outstretched. She tries to raise the shield once again, but the Heartless slips in, tackling her to the ground.

Azlyn moves her head left to dodge a swipe, then right to avoid the next. She tries working her arms, but the Gargoyle's weight pressing down on her keeps them immobile. She bucks up in a desperate attempt to dislodge the Heartless, but it's no good.

A blizzard spell splashes over the feral creature, which rears up in shock and pain before making for the sky. A quick getaway is not in its future, however, as Azlyn quickly rises t her feet and nabs the talons of its foot. With a loud grunt, she pulls down and bashes the Gargoyle against the hard street. It dissipates into darkness, leaving Azlyn standing triumphant, a smug grin on her face.

"Wow!" Jack exclaims from behind the knight. Startled, she spins and flings her shield at the Pumpkin King. It's a clean strike to the neck, sending the skeletal man's head flying up into the air. It falls back to earth, bouncing against the pavement a few times before rolling to a rest.

"Azlyn!" Telary declares, staring down at the Pumpkin King's head in disbelief. "I can't believe you would do something like that!"

"It does seem kinda harsh," Sora agrees, grimacing at the skull.

"I didn't do anything he didn't deserve," the knight says defensively. "He called those Heartless!"

"Did not!"

The trio all jump up in fright, staring down at the skull. To their surprise, it stares right back _up_ at them, blinking eyes shifting between each of the teens.

"You're still alive?" Sora declares, incredulous.

"There's a bit of a semantics argument to be had there," Jack says, "but for all intents and purposes, yes, I am alive." He frowns. "Though not, I must admit, very comfortable at the moment."

Apologizing profusely, Telary and Sora work with the Pumpkin King to secure his head to the rest of him once again. Azlyn grumpily looks on at the whole process.

"That's better!" Jack exclaims, rolling his neck to test the connection.

"So, you were saying that you didn't call those Heartless?" Sora reminds the skeleton man.

"Most assuredly not!" He sits down at the fountains edge, sighing deeply. "In fact, I'd love nothing more than to be rid of them altogether! When they first appeared I though they might have merit as Halloween performers, but then they started attacking people. Halloween Town may be gruesome, but its citizens are only ever interested in good, clean fun."

"A likely story," Azlyn mutters under her breath, turning away from the Pumpkin King with a scowl.

"Any idea what the Heartless are doing, or why they're here?" Sora asks.

"Not the foggiest," Jack admits, shaking his head as he stands up. "I was just on my way to ask Dr. Finkelstein about them. He's the smartest man in Halloween Town, so if anybody would know, it's him." He gives the trio a quick once-over, looking thoughtful. "Say, you three seem capable enough. You never know when a Heartless is going to pop up, so…"

"Of course we'll go with you," Sora says cheerfully.

"Wonderful!" The Pumpkin King claps his bony hands together, smiling broadly. "Come along, then, I'll lead the way!"

"Hang on a second!" Azlyn whispers to her two companions as Jack walks away. The boys stop in their tracks, turning back to the knight with questioning looks.

"What is your problem?" Sora asks. "I know you're mad that Jack keeps scaring you, but I think he's trustworthy enough."

"I agree with Sora," Telary chimes in.

Azlyn scoffs, rolling her eyes at the pair. "How can you both be so naive? What if gaining our trust like this is just a way to lead us into a Heartless trap?"

"So," a dark, menacing voice declares from behind the knight. "Figured me out, have you?"

Azlyn's whole body twitches in shock and fright, turning to face the mystery man. It's none other than Jack Skellington, looming over her with a frightening grimace.

The Pumpkin King holds that pose for a long, ominous moment before cracking up. Once again he throws his head back, cackling into the night sky. Azlyn's expression slips into its usual rage.

"Just a joke, fellows," Jack assures the group through his laughter, holding up his hands in surrender. "Now, seriously this time, I'll show you the way to Finkelstein's lab."

Despite further grumbling from Azlyn, the trio follow Jack Skellington out of the square and up a tall hill to the towering metal structure that is Dr. Finkelstein's lab. As they grow closer, the fair weather suddenly turns to rain, lightning bolts and great pounding thunder filling the air.

"What a quick change of weather!" Telary comments, throwing up the hood of his jacket.

"I know!" Jack agrees, staring up at the sky with admiration shining in his sockets. "That Finkelstein is a genius even where ambiance is concerned!"

The lab door opens with an ominous creek, and everyone quickly shuffles in. Shaking water off his clothes, Sora looks around the lab. It's a bit smaller than he expected, though one section of the room is separated from the rest by a curtain. The central item in the room, as far as the Keybearer can see, its a large metal slab laying on a table on the middle of the room. It's being used as a table at the moment, various bottles, vials, beakers, and other assorted chemistry equipment covering the surface.

Sitting before it in a wheelchair is an old man in a lab coat. His skin is pale grey, his mouth resembling an anteater's snout. Looking closely, Azlyn could swear there are bolts surrounding his cranium.

"Who goes there!" the old man shouts, his voice raspy yet powerful. His wheelchair spins around to face the trio and Jack. He's glaring at first, but after a moment his expression relaxes. "Oh, Jack. It's just you. And you've brought some friends, I see."

"Very nice to see you as well, Dr. Finkelstein." Jack gives the surly scientist a dramatic bow. "These are my friends Sora, Azlyn, and Telary. This, fellows, is Dr. Finkelstein, the world-famous genius!"

"It could be," Finkelstein mutters, shaking his old head, "that I'm _too_ smart."

"So smart it's scary," Jack confirms, nodding.

"Why would you say that, Doctor?" Telary asks, his head tilting curiously to one side.

"I've created something horrible," the doctor says, a slight shudder rattling his frame.

"What exactly do you mean?" Sora asks warily.

"It all began with an idea that came to me a few days ago." The doctor's chair moves forward, whirring gently. "Have you ever stopped to think about 'true memories'?"

Sora, Azlyn, and Telary exchange wide-eyed looks. Yet _another_ memory-based escapade. What are the odds?

"Our hearts are full of memories," Finkelstein continues, the lab's standing occupants quickly sidestepping his chair. "Well, technically memories are stored in the brain, but it is our hearts that allow us to fully connect with the emotions tied to them. Anyway, the point is that the heart is not an exact recording device. Over time, most memories fade, change in ways that can be very slight, or rather major."

"Can I assume then," Telary says, a bit hesitantly, "that 'true memories' are ones that haven't been distorted. That exist exactly as they did at the moment we made them. No changes."

"Very perceptive," Finkelstein congratulates the mummified wizard. "If we could access our true memories, it would have a very profound effect on how we view the world. Everything could be completely different. And so, I devised a potion…"

"To get the true memories back?" Sora interrupts, interestedly leaning forward, his eyes wide. "Did it work? Do you have it?"

"That is the rub, I'm afraid." The doctor sighs again, shaking his head. "I had just managed to create the potion, using forget-me-nots. I took one sniff of it, just to check. And suddenly…"

"That's when the Heartless first appeared," Jack butts in. "Luckily I was in the lab and managed to chase the first few out, or they may have harmed the doctor!"

"So that potion must be linked to the Heartless," Telary posits, the leap in logic relatively small. "Could it be used to get rid of them, too? If we knew what messed up with the first batch…"

"Messed up!" Dr. Finkelstein repeats indignantly, slamming his hand against the wheelchair armrest. "My research was flawless, I tell you! Something must have happened, totally unforeseen. While I wasn't looking perhaps."

"I'm sure that's what it is," Jack agrees, placing a hand on the back of Finkelstein's chair.

"I just need to take another look at the potion," the doctor says, scratching his chin. "Find out what might have caused the failure."

"I'd suggest looking in a mirror," Azlyn whispers to Sora from the corner of her mouth. The Keybearer stifles his laugh as best he can.

"Unfortunately, the blasted thing has gone and vanished on me," Finkelstein laments, slamming his fist into the slab. From the way the doctor winces, that might not have been wise for his old bones. "The most likely explanation is that it's been stolen."

"Who would do something like that?" Sora asks.

"I have my suspicions." The doctor's chair spins around, back to facing the group. He wears a grim frown, revealing needlelike teeth. "I'll bet you anything it was my good-for-nothing assistant, Sally!"

"Sally?" Jack repeats, sounding rather horrified. "Oh, I'm not so sure about that. Sally is a wonderful girl! Surely she wouldn't…"

"Ha!" Finkelstein shakes his head vigorously. "She's more trouble than she's worth."

"Still," Sora says, "it would be better to have some proof before we go accusing people of being thieves."

"You say Sally is your assistant," Telary says. "Did she know about you working on this potion?"

"She did," the doctor replies, frowning once again. "She told me time and again that she didn't approve. And furthermore, she went missing around the same time as the potion. That's not coincidence, I'd swear on my life!"

"The signs do seem to point to Sally," Jack admits, sounding sad about his conclusion. He sighs. "I suppose the best thing to do now would be to find her, and at least _ask_ about the potion."

"Can I come too?" Sora asks eagerly. Off the Pumpkin King's curious look, he elaborates. "I just, um, would like to know more about these 'true memories' things the doctor talked about."

"Well of course you can come, Sora!" Jack jovially declares, clapping a bony hand on the boy's shoulder. "The more the merrier!"

"Great," Azlyn mutters to herself, sighing. "A walkabout with the bone man. Just what I always wanted."

 **KH-KH-KH**

"I'm afraid that I don't know anything about any potion," says the squat, two-faced mayor of Halloween Town. He's wearing his white-as-a-sheet nervous face, sweating a little over being interrogated, despite the ease of the questions being asked. "And I _definitely_ haven't the foggiest idea about those missing orphanage funds, no sir! I built that in-ground slime pool with my own, honest munny, do you hear?"

"I, uh, didn't say anything about orphans," Sora says, confused by the little man's obvious nerves. "I just want to know if you've seen Doctor Finkelstein's assistant."

"You mean Sally?" the mayor asks, his head spinning around to reveal his happy face. "Oh, I saw her only a few minutes ago. She went off towards the town outskirts, I think."

"Outskirts?" Jack repeats, looking thoughtful as he scratches his bony chin. "Perhaps she's gone to hide out in the graveyard."

"G-graveyard?" Telary stammers, his whole body shuddering at the very word. "You mean, like, where they bury dead people?"

"The very same!" Jack cheerfully replies. "It's such a lovely place at this time of year, especially in the nighttime."

"Probably the perfect place for an ambush, too," Azlyn whispers to Sora, who just rolls his eyes at her paranoia.

"So, um," the mayor speaks up, face once again pale and frightened, "is that all the questions you have, then? Because there are duties I really must attend to…"

"You've been very helpful, Your Honor!" Jack congratulates the little man. He claps a hand on the mayor's shoulder, and the small gesture seems to send the politician over the moon.

"I'm happy to do anything I can do for you Jack, you know that." With one last obsequious bow, the mayor takes his leave. Very quickly.

"What a weird little guy," Sora comments, shaking his head in amusement. Or perhaps amazement.

"It may not be obvious to look at him, but the mayor is a good, well, mayor," Jack says, already leading the group off towards the graveyard where Sally supposedly is. "He's kept the town going strong for many, many, _many_ years. No one is better at bringing my visions for Halloween to reality!"

It isn't long before they reach the graveyard, a spacious field just outside the town. Tombstones and mausoleums of every shape, size, and description dot the landscape. The pale moon seems somehow brighter here too, casting shadows all about.

Telary shivers the entire time the party is walking around, he can't help it. Something about this place just gives him the unshakable feeling that anything could pop out from behind one of those large tombstones at any moment.

Azlyn notices immediately, of course, and places a reassuring hand on her counterpart. He jumps a little, only relaxing when he looks down and confirms who it is that just touched him.

"Relax, Tel," the knight says, using her most soothing voice. It's one that doesn't come out often. "This place ain't so scary. And, if anything jumped out and tried to get ya, I promise I wouldn't let it happen. I've got your back."

"Thanks, Az," the wizard says, pulling his friend into a grateful side-hug. "It's good to have a fearless friend like you with me."

The knight shrugs, fighting a blush suddenly coming to her green cheeks. "Well, you know what they say…"

"Eureka!"

Azlyn jumps about two feet into the air, startled by the sudden exclamation. Spotting its source, she scowls menacingly. Jack hardly seems to mind though, paying more attention to a mausoleum about the size of the average tool shed.

"Footprints," the Pumpkin King elaborates, waving his hand over the ground before the building. Indeed, small depressions in the soil indicate that someone has been there recently. Without hesitation, Jack starts knocking on the crypt's door. "Open up, Sally! It's me, Jack! I just want to talk to you about the doctor's potion."

After a few moments, the mausoleum's door opens, slowly and with a pronounced squeak. A young woman steps out, her skin a dozen different colors in a dozen different places, all patched together with stitches of thread. She wears an orangeish/brownish dress that's just as patchwork, and long red hair falls to her back. In her hands, she clutches a glass bottle full of green liquid, sealed by a cork stopper.

"There you are, Sally!" Jack triumphantly declares.

"And she has the potion," Sora point out. "Could you, uh, maybe give it back?"

"Oh, I'm not so sure about that," Sally says, her voice light and soft, but with a noticeable undercurrent of worry. "This potion, I'm worried that it might be dangerous."

"How so?" Jack asks, crossing his arms quizzically.

"It's already brought harm to the town, Jack," the patchwork girl explains, shivering. "All the doctor did was smell it, and the Heartless started appearing. It's a bad omen, don't you see? I didn't even _need_ a vision to tell that much."

"She may have a point," Telary chimes in. "So far, we've been given every indication that this potion is nothing but bad news. Who knows what could happen if someone were to actually drink it?"

"Something exciting, I'm sure!" Jack chimes in jovially. Azlyn gives the skeleton man a glare so intense it's surprising he doesn't burst into spontaneous flames.

"We agree!" A blending chorus of three high-pitched voices call out. Out from behind a large tombstone jump three small figures. Children, by the looks of them. Dressed as a witch, skeleton, and devil.

"Lock, Shock, and Barrel!" Jack declares, frowning at the three kids. "What are you three troublemakers up to, hm?"

"Nothin'," the devil-costumed child says, innocently scratching at the ground with his foot.

"Just out for a walk!" declares the little witch.

"What are you guys talking about?" the skeleton-boy asks, turning to his friends with his head tilted curiously. "Aren't we supposed to be distracting them?"

"Distract us!" Sora exclaims, taken aback. "From what?"

"Eeek!"

The trio and Jack turn at the sudden scream. Standing several feet away, a large, lumpy being that looks like a burlap sack holds Sally in one arm. In the other, he holds Dr. Finkelstein's potion.

"Why, from me takin' your girl and this here potion," the mysterious attacker says, looking at the group with a smug grin.

"Oogie Boogie!" Jack exclaims, clenching one bony fist and pointing a finger at this new nemesis. "Making trouble again, I see. Let Sally go!"

"And give back the potion," Sora adds, summoning the Keyblade to his hand.

"I don't see that happening, little vamp man!" Oogie declares, chuckling evilly. "After all, this thing is so powerful, just a little whiff of it brought the Heartless to town. What would happen if I chugged the whole thing?"

"Nothing good, you creep!" Azlyn says threateningly.

"Is that a promise?" the boisterous burlap man asks with a laugh. "Halloween Town is about to taste pain and despair like it ain't ever seen before!"

"Not if I have anything to say about it!" Jack promises, shaking his fist.

"Then do me a favor and say nothin', hm?" Oogie throws Sally over his shoulder, prompting another scream from the patchwork girl. "Gotta run, everybody. Kids, keep 'em off my tail, would ya?"

In perfect unison, Lock, Shock, and Barrel go flipping over Sora and company's heads, landing directly between them and Oogie Boogie. Lock and Shock manage to stick their landings, while Barrel unfortunately falls flat on his butt.

"A buncha kids?" Azlyn says, scoffing at the absurdity. " _That's_ the best you could do in the minion department?"

"You're one to talk, Old Lady!" Shock screeches up at the knight.

"You little…!" Azlyn hurls her shield at the costumed girl, who merely flips up and over it.

The battle begins then, Lock, Shock, and Barrel charging the heroes. Oogie, meanwhile, makes a quick exit through a mausoleum.

Shock kicks at Azlyn's face, but the knight has none of that. She effortlessly grabs the little girl's foot, throwing her down to the ground.

Lock reaches into a pocket and produces a small glass globe filled with liquid. He lobs it at Sora, who barely manages to dodge to the side and avoid it. It impacts against the graveyard's ground and shatters with a fiery explosion. The devil child is just about to grab another explosive when a blast of blizzard hits him in the face, courtesy of Telary.

Barrel doesn't waste time with tricks, simply rushing forward with his large head out like a battering ram. He barrels (ha, ha) into Jack's legs, disrupting the tall skeleton's balance. The Pumpkin King almost goes down, but luckily Sora is there to keep him upright.

The little troublemaker goes for another rush attack, this time making a beeline for Azlyn. The knight barely notices before it's too late, avoiding most of the blow but still getting hit with enough force to send her spinning. She falls, butt-first, on the ground.

Telary launches another blizzard spell against the little brat that harmed his counterpart, but Barrel is, despite his pudgy frame, quick enough to dodge it. He runs at the wizard, but fails to take notice of where he's moving. Halfway through his charge, the skeleton-dressed boy trips over his defeated friend Shock. Screeching in surprise and fright, he flips forward and lands right on his head. The boy falls to the ground limply, moaning.

"Enough playing around, kids," Jack says, hands on his hips in a scolding manner. "Where did Oogie Boogie run off to?"

"Why should we tell you _anything_?" Lock inquires with a defiant sneer.

"Because, you little brat…" Azlyn begins to threaten the devil-child, marching forward with a determined frown. Telary holds up a hand before she gets too close, which is apparently enough to stop her from pursuing further action.

"If you help me out," Jack says, his voice less threatening than persuading, "I might consider putting in a good word to the mayor. Maybe give you a little leeway in your punishment for this and… certain other shenanigans."

The trouble-making trio put their heads together, whispering fervently amongst themselves. After a minute of discussion, Lock turns to face his gang's captors.

"Alright, we'll tell ya," he says, shrugging nonchalantly. "Wasn't as much fun as Mr. Oogie said it'd be, anyway."

"He went to his mansion," Shock reveals, nodding as if to add some extra believability to her statement. "Gonna drink up that whole potion and see what happens."

"Probably something lame," Barrel laments, sighing at his idol's perceived fallen grace.

"Do you know where that mansion is, Jack?" Sora asks the Pumpkin King.

Jack nods, face schooling itself into an expression of steely resolve. "I certainly do, my boy. What's say we pay a house call to my old friend."

"So…" Lock says, awkwardly coughing and shuffling his feet. "Are we okay to leave, or…?"

"Get outta here," Azlyn tells the three twerps, scowling fiercely at each. "And pray real hard I don't run into you again."

Sufficiently cowed, Lock, Shock, and Barrel flee to whatever they consider safety. Sora, Jack, and the Disney Castle pair leap through the same mausoleum Oogie had made his retreat. They come out of a shed at the base of a curious hill with a hypnotizing curly-cue.

Jack leads on from there, past the hill and over a bridge connecting to the other side of a small tributary. A gate stands locked on the other side, but Sora's Keyblade makes quick work of its locks.

They stand at the lip of a steep drop, a hundred feet at least, down into a circular valley below. Rising up from the otherwise empty field is a massive tower, easily two or three hundred feet tall, its very tip seeming to pierce the pale moon above. A wooden bridge, swinging precariously over empty air, leads to its large front doors.

"This is quite a place," Telary observes, taking it all in. "Really has that _villain's lair_ flair, doesn't it?"

"You just let your nemesis have this big hideout right outside of town?" Azlyn disdainfully asks Jack. "Not a really smart move, man."

"Please," the Pumpkin King scoffs, "do you have any idea how high the property taxes are on a place like this?"

"That's what I've been saying!" Oogie suddenly interrupts. He stands across the bridge, still holding Sally and the formula. "And you people have the nerve to call _me_ a villain."

"Hand over the potion!" Sora demands, an accusing finger pointed at the corpulent sack.

"And Sally!" Jack adds urgently.

"Sorry, what was that you said?" Oogie asks sardonically, raising an arm to where his ear would be. "I'm afraid that all this running around has tired me out! It's makin' me _thirsty_!"

"Oogie, no!" Jack calls, already rushing across the bridge. Sora, Azlyn, and Telary are right on his heels.

But despite their best efforts, there's simply too much distance between the heroes and their enemy. Before the Pumpkin King can cross even half the wooden bridge, Oogie Boogie takes the potion's bottle to his mouth. With one last mocking wink, he chugs the whole thing down in just a few gulps.

Sora, Azlyn, Telary and Jack stand completely still, holding their breaths as they wait to see what horrors are about to be unleashed. Sally, much closer to ground zero, frantically scoots away from the villain.

"Hm," Oogie says, looking thoughtful. "Tastes pretty good for one of that old doctor's harebrained concoctions. Now, all I gotta do is wait for my true memories and…" The boogie man stops mid-sentence, his expression slowly transforming. Gone is the look of smug satisfaction, replaced by sheer terror His eyes widen, his mouth contorts into a grimace. His entire body begins to shake.

"What's going on?" Azlyn asks, swallowing her own fear at this sudden transformation.

"N-n-not what he ex-expected, I g-guess," Telary comments, not even bothering to try and hide his shaky tone.

"Oogie!" Jack calls out to his nemesis, concern etched in his bony features.

" _NO_!" Oogie Boogie cries, throwing his head back to scream. "It's, it's horrible! No, please, no! Why? Why oh why oh why oh why oh _why_!"

"Oogie Boogie!" Jack yells once again, in his most commanding voice. "If this is some kind of trick…"

"Make it stop!" Halloween Town's greatest enemy screams, covering his head with both arms. The shaking in his body is worse than ever, only intensifying as he collapses to the ground. "Make it stop before… AAAAAAAAH!"

Once again Oogie's head flies back, his mouth opening wider than any mouth has a right to. For a long moment his scream is all that comes out, but within moments that is choked off, replaced instead by a steady flood of darkness flying into the air.

As the column of energy continues gushing into the night air, Oogie Boogie's body begins to crumble in on itself. Bit by bit the villain's form collapses, deflating like a punctured tire. His weakened scream continues to echo in the night, slowly quieting. Within a minute, the scream has died entirely.

So too, it would seem, has Oogie Boogie. The once formidable creature lies on the ground, nothing but a lump of empty burlap.

Jack rushes the rest of the way across the bridge. Ignoring the remains of his longtime enemy as best as he can, the Pumpkin King kneels by Sally's side. The patchwork girl, curled in on herself for protection, slowly loosens up as Jack lays a hand on her shoulder.

"It's alright, Sally," Jack assures the girl, pulling her in for a tight hug. "It's over with. It's done, he can't hurt you any more."

"I guess the day is saved, huh?" Azlyn comments, looking almost pityingly at what was once Oogie Boogie.

"Sure," Sora agrees, shuddering. "But I don't think it's exactly a happy ending."

 **KH-KH-KH**

Back at the lab, Dr. Finkelstein regards the potion bottle with open contempt. "Confound that Oogie Boogie! He drank almost all of my potion. There are only a few drops of it left."

"I think he got pretty well punished for it, at least," Telary points out, shuddering a little at the memory of Oogie's downfall.

"I certainly agree," Sally says, nodding shakily.

"Hey, Sora," Azlyn whispers to the Keybearer. "There's still some potion left. Why don't you ask the doctor to let you have it? Could really help with your memory problems."

Sora appears to think about that for a few seconds, before shaking his head firmly. "No, I think I'd better not. After seeing what happened to the last guy who drank the stuff…"

"Which is exactly _why_ you should try the rest!" Finkelstein butts in. "The best way to truly test an experiment is to repeat it multiple times!"

"Doctor!" Sally admonishes the old scientist, giving him a scathingly disapproving look.

"I do still want to find my true memories," Sora explains. "But I think it's best that I do it on my own terms. In fact, I promised this guy, Axel, that I would. I keep my promises."

"You people and your 'integrity'!" Finkelstein scoffs, picking up the potion and examining it thoroughly once again. "I still don't understand what happened with this blasted formula! I sniffed it, and the Heartless appeared. Oogie drank it, and he was… Well, it didn't turn out positively."

"Because the potion was a big fat failure," Azlyn declares.

"Not possible!" the doctor yelps, slamming his hand against the armrest of his chair. "If anything, it worked too well! Perhaps there is a reason our memories shift over time. Perhaps to remember everything, every horrible and beautiful experience of life, only serves to unbalance the heart."

"So, some things are better left forgotten?" Telary suggests, scratching his chin. "Or, at least misremembered."

"Then what does that mean for _me_?" Sora asks, grimacing nervously. "What happens when I finally awaken my true memories?"

"No way to be sure, I'm afraid," Finkelstein says, shrugging. "Would be an interesting thing to observe, though. Think of the data to be collected!"

Sora says nothing, only continues to stare out into the middle distance.

"Something the matter, Sora?" Jack asks after a long few moments of absolute silence. "Did the doctor's theory scare you?"

"Well, yeah," the Keybearer replies.

"Well, perhaps that could be a good thing!" the Pumpkin King boisterously declares. Off everyone's confused look, he elaborates. "Um, what I'm saying is that fear and doubt are two integral ingredients in a strong heart. Without the strength that overcoming those things give you, your zest for life would fade. As would your taste for fear at all. And believe me, that would certainly put a damper on _my_ fun!"

"Thanks, Jack," Sora says, smiling at the skeleton man. "I'll be sure to remember that."

"I won't!" Azlyn declares with a haughty scoff. The knight spins on her heel, headed for the lab door. "What kind of cockamamie advice was that supposed to be?" She stops at the door, placing her hand on the knob and flinging it open. "It's been real, guys, but to tell ya the truth, if I never see your face again Jack, it'll be too… Aaah!"

Jack, somehow, stands right outside the lab entrance, arms outstretched and wearing his best scary face. Azlyn, startled, stumbles backwards and once again falls on her backside. She looks back to the group, Jack still standing with them. He gives her a cheery wave, then indicates she should look outside the door again.

Scowling, the knight turns back to the Jack waiting out there. He does nothing, only continues to stand there like a…

"Oh, you have got to be kidding me!" Azlyn rages, leaping to her feet. Upon closer examination, or any bit of scrutiny at all really, the Jack outside the door is a complete fake. His head is a pumpkin, painted white and with a crude approximation of the skeleton man's face. Straw sticks willy nilly out of various places in his body. It's nothing but a scarecrow, in the end.

Sora throws his head back and laughs, mirthfully clutching his stomach. Telary, though trying his best to act as offended as his counterpart, can't help but let out a little chuckle. At least he has the decency to attempt hiding it behind his hand.

"Skellington…" Azlyn mutters under her breath.

"Well, happy trails my friends!" Jack declares, with all the Pumpkin King theatrical flourish he can muster. "May you always enjoy being frightened!"

"You too, Jack," Azlyn says, voice surprisingly calm, expression serene. "In fact, why don't we have some fun right now!"

The knight rushes Jack with reckless abandon, screaming wordless rage. The Pumpkin King, realizing suddenly that he might have taken things to far, sprints away from the charging girl, arms flailing artlessly as she gives chase. And, as he runs away from the raging young woman in hot pursuit of him, Jack Skellington realizes that perhaps there is such a thing, as too much of a good thing.


	13. Lightning

A figure stands at the end of the next Castle Oblivion hallway, the pitch black of their coat a marked contrast against the surrounding white. A hood covers the mystery person's face, but everything about their figure suggests they're female.

"Uh, hi there!" Telary greets the stranger, trying to be friendly despite the odd situation.

"You must be with Axel, and that other guy," Azlyn says, looking them up and down. "Or was there a sale on stupid-looking coats?"

"Oh, very clever," the stranger says, her voice feminine but with a harsh edge. She pulls back her hood with gloved hands, revealing her sharp features and blonde hair. Her mouth is twisted on a cruel sneer. "Name's Larxene. I came to ask how your stay in Castle Oblivion is going. I do hope it's been pleasant."

"It really hasn't," Sora says, shaking his head. "Mostly I'm just confused. And getting more all the time."

"The memory-losing thing isn't so hot, either," Azlyn adds.

"Really?" Larxene asks, drawing back ad laying a hand on her chest as if shocked. "I'd think it would be nice, having all the useless little memories stripped away. Finally let the true memories awaken."

"True memories?" Sora repeats. What are the odds that such things would come up twice in so little time?

"What's really important to you," Larxene explains. Her sneer grows more amused, crueler as well. "But, of course, there is still one little thing you haven't been able to remember yet, isn't there? The most important thing."

"Her name." Sora closes his eyes, this last piece of information about his old friend almost causing physical pain at the lack of it.

"That's right." Larxene shakes her head, like a teacher with a disappointing student. "Oh no, that poor girl. Why, when she hears that you've forgotten her name, she'll be, heh, _heartbroken_! Just devastated."

"You know her?" Sora runs forward a few steps, his mouth dropped open in shock. "Have you seen her? Is she… Is she here in the castle?"

Larxene nods, taking a step forward herself. "Sure is. Though I'm afraid she's not enjoying her stay as much as you all."

"Why?" Sora demands, a sudden irrational anger sparking inside him. "What…?"

"The bad guys are holding her captive," Larxene explains, relishing the shocked and fearful look her words bring to Sora's face. "Deep within the castle, where she waits for her hero to come rescue her. That's you, by the way." she taps her chin, the essence of nonchalant. "There is one little catch though…"

Larxene's demeanor changes without a second's warning, the blonde diving towards Sora with a manic grin on her face. She covers the distance to the Keybearer quickly, striking out with a pointed jab. The boy sidesteps, immediately having to dodge an attack from the left. It leaves him off balance, the perfect target for a swift kick to the gut.

Sora falls back, an object flying from his pocket on a high arc through the air. He takes note of it, five points in the shape of a star, constructed crudely of shells and glittering a mother-of-pearl color… Then a flash, sudden blinding light obscuring all vision. When it fades, the object's appearance has changed. A solid yellow pendant in the shape of a star falls neatly into Larxene's hand.

"I'm a bad guy," the black-cloaked woman declares. "Which means you have to go through me!"

"No problem!"

Azlyn strikes, her fist sailing though the air at the other blonde's face. Larxene brings right her arm up for a perfect block. Her other hand, the free one, reaches out to grab Azlyn's leg where it comes up for a kick. With no apparent effort, the black-cloaked woman flings her opponent aside. Azlyn flails through the air, spinning sideways, until she falls to the ground with an audible _smack_!

Larxene looks down at Azlyn, sniffs contemptuously, and turns to saunter back towards the staircase. She plays idly with the star charm as she goes, dangling it from its chain.

"What's that?" Sora grunts, raising himself up on his elbows. "Is that… Mine?"

"What?" Larxene stops in her tracks, spinning around and once again regarding the Keybearer with a sneer. "You mean you…? Oh, Sora, how could you have forgotten? And after carrying it around for all this time…"

"What are you talking about?" Telary demands, kneeling next to Azlyn as he helps her rise at least to her knees. He looks at the charm, his stomach churning at the sight of it for some unknown reason.

"It _is_ mine, then?" Sora asks, slowly regaining his feet.

"You must have some idea," the sadistic blonde says, shaking her head like a disappointed schoolteacher. "A memory that precious would _have_ to be ingrained in your heart. Think about it Sora. Who gave this to you? What's her _name?"_

Sora's breathing quickens, a sudden intense pressure seeming to surround his entire being suddenly. He reaches back, deep into the mysterious haze his memory has become. There, an answer begins to finally take shape. A name for the face.

"Na…" he breathes, struggling and straining to access his deepest, most true memories. "Na… Nami…"

"C'mon, Sora," Larxene encourages him, her voice silky smooth and overbearingly sweet. "It's right on the tip of your…"

"Naminé!" Sora declares, his brain practically sparking from the sudden release of feelings, associated with that one name. The pressure around him ceases to exist, leaving nothing but an intense rush of relief.

 _A shy blonde girl stands on the beach of Destiny Islands, holding out her hand to a young boy with spiked brown hair. He reaches out slowly to take it, looking upon the object with as much reverence as a five year old can possess._

"Well done, Sora!" Larxene practically cheers, her harsh voice cutting through Sora's incredibly vivid recollection. It's incredibly jarring, grating on his ears like nails on a chalkboard. "It seems you've finally gotten your head out of your ass. Yep, Naminé gave you this cheesy piece of 'good luck charm' trash. Not that you bothered to remember."

The Keybearer winces, reacting as harshly as if the black-cloaked woman's words had been a physical blow. How could he have forgotten something so important, essential to who he is?

"I guess it's no surprise," Larxene continues, shrugging. "Considering you didn't even remember her damn name. Talk about heartless, I mean _come on_!" She stops mid-rant, regarding the star charm in her hand with a cool eye. "Come to think of it, shitty behavior like that deserves to be punished. You need to learn how to treat your friends, Sora! As a matter of fact…" The blonde raises her arm in the air, the yellow star charm clearly displayed. "It would serve you right, if I _smashed_ this piece of junk!"

Sora sees red. Before he can even think, the Keybearer is charging forward with his blade held high. He swings it upwards, smashing into Larxene's hand and forcing her to release his precious charm. It flies up in the air, where Sora can easily leap up and snatch it.

"Don't you touch this!" he declares, tightening his grip on the object despite the sharpness of its edges and points. "Naminé gave this to me! It's very precious!"

"Oh, bull shit!" Larxene shoots back, shaking her hand to clear the pain. "How can you say that shit with a straight face? Ten freakin' seconds ago, you didn't even know what the damn thing was!"

Before Sora can find a way to refute that statement, Azlyn is once again charging at Larxene, full speed. The other blonde smirks, lightning crackling around her fingertips. It fades out in a second, leaving three small yellow knives in both of her hands, one stuck between each knuckle. She slashes at Azlyn, who barely has time to duck beneath the attack.

Sora rushes in next, swinging the Keyblade directly for Larxene's stomach. She backs up a step, power flickering in her hands. As as Sora makes a downward slash, the blonde raises her hand. Suddenly lightning surrounds her, Sora getting a pretty direct taste of it. Stunned, the Keybearer stumbles backwards.

As soon as the electricity clears, Azlyn dives for Larxene's back. Her enemy's focus elsewhere, the knight manages to get her arms around the other blonde. They go diving to the floor, but at the last second Larxene manages to turn around. Azlyn hits the ground with an impact that rattles her whole body, loosening her grip on the black-coated woman.

Larxene stands, just in time to get a face full of blizzard spell. She stumbles back, spluttering as the cold energy engulfs her.

Sora, having worked off the shock from the lightning, dives in with a strong slash. Larxene sees him coming, scowling as he throws three of her knives at the approaching Keybearer. Shocked by the move, he's forced to go to his knees in a long slide across the floor. The knives pass over his head, Telary only barely avoiding a skewering himself.

The wizard gathers his focus for another magic spell, fire this time to really bring the pain. But Larxene is on the move, leaping up and dispatching him with a high kick to the wrist. Telary feels his whole hand go numb, his staff fumbling from unresponsive fingers.

Larxene's hand darts forward, stabbing the knives held there straight for the wizard's face. He falls back gracelessly, back smacking the floor in a hard landing. But on the bright side, he still has his face intact.

Sora attacks Larxene's back, landing a solid hit. She grunts, turning and lashing out again with her knives. But the Keybearer's reflexes are too quick, blocking the blades and turning them aside. Another slash lands against the blonde's torso.

Then Azlyn comes up, unleashing a spinning kick in the same spot. Larxene stumbles to the side, but manages to reach out and grab Azlyn's shoulder. Grunting with effort, she shoves the knight into her friend.

The pair slam into each other, nearly losing their footing. Azlyn even catches her foot on Telary, eliciting a pained groan from him, and sending the knight to the floor herself. Sora barely manages to stay upright.

"Would ya look at that teamwork!" Larxene taunts. Still wearing a cruel grin, she flicks three blades at Sora.

He swings the Keyblade in a fanning arc, deflecting the knives. Leaping over his fallen comrades, the boy slashes down Larxene's central line. She sidesteps the blow, but can't dodge or deflect Sora's next horizontal slash. She stumbles back, lashing out with the blades in her left hand. But Sora ducks that, landing a three-hit combo directly on the black-cloaked woman.

The Keybearer keeps stepping, not willing to lose momentum. This woman is going to pay for what he said to him, and for holding Naminé. If she falls, maybe Sora can get her to talk more about where his childhood friend is being held.

But Larxene is having none of it. She waves her hand, surrounding herself with a spherical shield of crackling lightning. Sora's step only leads him straight into the wild energy, shocking his body severely enough to bring him to his knees.

Larxene performs a standing backflip, landing a few feet away at the edge of the floor's stairs. She stands there and sneers at the heroes, not even breathing hard.

"Not bad, I guess," she admits, giving Sora a nod that might mean some kind of approval. "Maybe you really are the big hero after all. A _heartless_ hero!"

"Who… asked you?" Sora growls, weakened and out of breath after that fight. It appears his full abilities haven't quite returned yet.

"Truth hurts, Sora," Larxene declares, shrugging nonchalantly. "Best if you just grow up and accept that."

The Keybearer gathers himself for a charge, but only gets two steps before Larxene stops him with a sudden lightning bolt only a few feet away, close enough for him to feel its heat.

"Or not, I guess," the blonde sadist says, sighing. She reaches into a pocket in her coat. "Anyway, if you're gonna be a baby, why don't I give you some toys to play with." Larxene produces four cards, bundled together in a stack. With an almost negligent flick of her wrist, she tosses them to Sora.

"More cards?" he says, catching the stack and peering at them closely.

"Created from the rest of your memories," Larxene explains, rolling her eyes. "Hows about a thank you?"

Sora doesn't get the chance to toss out a defiant quip for that one. Azlyn's shield flies through the air, Larxene only barely dodging it. Scowling, she looks to where the knight is back on her feet.

"How's that for a 'thank you'?" Azlyn practically snarls.

"Oh please, bitch." Rolling her eyes, Larxene disappears in a flurry of black energy.

"Wait Larxene!" Sora yells, suddenly regaining his vigor. He rushes the fading woman, swinging his Keyblade at empty air with wild abandon. "Come back here and tell me where Naminé is! Don't you dare hide from me!"

"Sora!" the voice of Jiminy Cricket cries out, jumping up and grabbing the boy's hood. He hangs on to the wild ride for a few seconds, all the while yelling for Sora to calm down.

"Hey!" Telary's voice is uncharacteristically authoritative, and the hand that clamps down suddenly on Sora's arm is firm and unyielding. " _Relax_ , Sora!"

Finally, the boy stops his mad flailing. Sora looks back to his companions, breathing heavily as he dismisses the Keyblade.

"I can't believe…!" he mutters angrily, clenching his fist hard enough to hurt the fingers. "I hate her so much! She has Naminé…"

"I know, Sora," Telary says, reassuring and understanding as usual. "But it's okay."

"At least you remember your friend's name now," Azlyn chimes in, forcing a bigger smile than she'd normally ever display unless munny was involved. "That's something."

"But it's only because of _her_ I remembered!" Sora declares, shaking his head. "It shouldn't have happened like that. Naminé is too special for that."

 **KH-KH-KH**

Larxene emerges from her dark portal, heaving a dramatic sigh as she mimes wiping sweat off her brow. As usual, she looks smug and satisfied.

"That was actually pretty fun," she declares, shooting a grin over to where Axel is leaning against the white wall. "But forcing myself to take all those hits sure took effort."

"Yeah, right," Axel says, rolling his eyes. "Looked to me like he was putting you to the ropes at the end there, Larx. That lightning cage just _screamed_ desperation to me…"

"Aw, shut your damn mouth, shithead," the blonde snarls, narrowing her eyes at him. "Just because you don't understand the nuances of…"

Her upcoming rant is cut off by the sound of a portal opening. Looking to the noise's source, they see another black-coated man emerge. His hood is down, revealing dirty blond hair that falls to his shoulder in a perfectly straight, if rather greasy, wave.

"Axel is right, Larxene," he states with open disdain. "A pitiful performance. You shame yourself, and the Organization as well."

"Asshole," Larxene murmurs to herself, glaring at the man, her arms tightly crossed.

"Well, if it isn't ol' Grandpa Vexen," Axel says with a gleam in his eye, straightening up and walking over to the newcomer. "Not often we see you topside. Have you come to tell us to turn our stereo volume down?"

"I came," Vexen answers with a pointed glare, "to lend a hand."

"Well, aren't we just so flattered," Axel chuckles, dipping into a sarcastic low bow.

"I remain unconvinced that this 'hero' of yours is worthy of your indulgence," the older man explains, still glaring at his younger co-worker. "I thought that perhaps an experiment would put my mind more at ease."

"Big-freakin'-surprise," Larxene declares with a scoff. "Everything's always 'experiments' with your decrepit ass."

"I am a scientist," Vexen says simply, shrugging. "Experiments are what I do. It's a bit of a compulsion, honestly."

"Yeah, well I get 'compulsions' too," Larxene shoots back. "Right at this very moment, I'm ignoring one that's telling me to kick your over-the-hill backside."

"All right, that's enough you two," Axel says, stepping between the bickering pair. "Just own up to it though, Vexy. Testing Sora is just a cover for trying out your little… valet."

"I would hardly call that an appropriate description," Vexen declares with a scowl. "I'll have you know that he is a staggeringly clever product of copious, strenuous research!"

"What _it_ is, is a toy," Larxene says disdainfully. "Your own little plaything." She places a hand on her hip, smirking. "I can only imagine what _other_ kinds of tests you've been running on it, you sick old perv."

"Oh yes, _I'm_ the sick one, you psychotic little tart," the scientist snarls right back.

"Can it, both of you," Axel snaps at his fellow Organization members, a harsher tone than they're used to from him. The redhead reaches into his pocket, turning to Vexen as he draws out a single card. "Have your fun, Gramps. But take this with you."

Vexen takes the offered card, examining it with a curiously raised eyebrow. It takes him only a second to determine its value. The realization brings a gleam to his eye. "What an interesting gift."

"Hey, never say I don't respect my elders, alright?" Raising himself a bit higher on his toes, the redhead looks over his comrades shoulder. "Well, what ever do we have here?"

Naminé, watching from her chair in the corner, shudders as she sees the silver-haired new arrival.

 **KH-KH-KH**

Sora rushes up the stairs, so fast that Azlyn and Telary find themselves hard-pressed to keep up. The Keybearer shows little sympathy for them, either.

"Hurry up you two!" he calls over his shoulder, the very picture of impatience. "We've gotta get Naminé back!"

"Sora sure is gung ho about all this," Telary mutters to his counterpart.

The knight shrugs. "Yeah, but I get it. He just gets the memory of this Naminé chick back, and _boom_ , he finds out she's in trouble. A prisoner? Think if it was the king who was in danger. You'd be messed up to."

"Messed up, right," Telary says, slowing to a stop as they reach the next floor.

Sora's already at the door, but he appears to have dropped all the cards due to his eagerness. The Keybearer drops to all four, grumbling as he gathers them.

"This whole situation is messed up, if you ask me," the wizard continues, shaking his head. "Something is seriously wrong, and it doesn't have anything to do with kidnapping plots. We're being set up, mark my words. I just don't know what for."

"Didn't think you were one to go in for paranoia, Tel," Azlyn says, ignoring Sora's manic attempts to wave the pair over to him.

Telary sputters, raising his hands defensively. But before he can even speak, Azlyn has a hand held up to stop him.

"I'm not saying you're wrong," she clarifies. "I mean, I'd trust your word over anyone, Tel. But I don't think this is something to bring up to Sora just yet."

"Would you two stop making stupid goo-goo eyes at each other and get a move on!" Sora calls impatiently. Looking over, the pair semi-amusingly note that the Keybearer is actually tapping his foot, like an irate schoolteacher with a pokey student.

"That," Telary says as he and his counterpart make their way over, "is probably a very wise idea."

 **Writing Larxene really is the most fun of all. I've long figured that if anyone in the KH series would have a potty mouth if the games were not rated E10+, it would be Larxene.**

 **Another shout out to Cinder-Kat, for her great reviews of the last two chapters. Until next time where, ironically since I'm just finishing an adventure there in Life Goes On, I invent a COM-appropriate version of Deep Jungle.**


	14. Families

A beautiful, verdant jungle that stretches on and on. It teems with life. From elephants, vibrant red and larger than can almost be believed, to the great gorillas with their thick black fur, and even the smallest lizard crawling along the ground, life goes on amongst the towering trees.

Deep Jungle

Sora, Azlyn, and Telary's boots clatter against a wooden floor, old and worn but still sturdy enough. The trio stop to take in their surroundings, everything bathed in sunlight streaming in through many windows, and an open door in the loft above, as well as the main entrance. Outside the structure, the sounds of wind, rustling leaves, and numerous insects combine into a steady soundtrack.

"What's this place?" Azlyn asks, looking around with a raised eyebrow. "Some kind of treehouse?"

"Yeah, seems so," Telary says, stepping out the main door and onto an outdoor deck. His companions follow him, taking in the view outside. Leafy green treetops stretch for what must be miles and miles, all the way to a range of mountains in the distance. "We're pretty high up, too."

"There aren't any other houses that I can see," Azlyn points out. She quickly goes around to the adjacent side of the house, offering much the same view, but with a sparkling blue ocean to the east. "Just a bunch of… outdoors."

"Interesting," Telary says, going back inside the house. Examining it further, he notes that much of the things inside, cabinets and couches and even what must have once been a bed, are broken and dilapidated, in much disrepair. "Doesn't seem like anyone's lived here in a while."

"And that there was a fight," Sora chimes in, examining things the same as his friend. "Maybe this was some kind of pirate hideout."

"Pirates?" Azlyn says skeptically, giving the Keybearer an amused look. "In the jungle? Jungle pirates?"

"Oh, yeah," Sora shoots back, crossing his arms petulantly. "Like pirates in the jungle would be the weirdest thing we've seen."

"Name _one_ thing," Azlyn challenges.

Telary sighs, rolling his eyes as he turns away from his bickering comrades. Their debate on the feasibility of jungle-based piracy rages on as he makes a further examination of the area. All of the craftsmanship on the treehouse seems rock solid, but definitely cobbled together. There is an ocean nearby, so perhaps a shipwreck.

Realizing that proposing a shipwreck would only add fuel to the fire of his companions' disagreement, Telary decides not to share that notion just yet. Actually, he should really break this discussion up, before it escalates to…

 _Creak_.

The wizard's gaze darts upward, to the source of the mysterious sound. It's a wonder he heard it over Azlyn and Sora at all. Up in the rafters, where the shadows lay hiding from the sunlight, something moves. A small twitch, barely noticeable, unless one is looking intently and familiar with creatures that hide in darkness.

"Uh, guys…" Telary attempts to butt in to his friends' argument, raising his voice to be heard. But he's too late, and the strange silhouette leaps out from the darkness into the light.

Azlyn and Sora, their argument tabled for the moment, leap out of the way as a long, lean-bodied feline covered in golden fur lands on the wooden floor with a loud _clunk_. If they hadn't gotten themselves out of the way in time…

There's no time to dwell, as the creature is leaping again. Azlyn reaches for her shield, but even with her reflexes there isn't enough time. Luckily Sora is on hand, the Keyblade springing into his grip with a simple thought. He slashes at the diving feline, but with only one hand on the blade, committing to the strike, the blow does little.

But thankfully it's enough, the big cat falling to the floor. It scrambles to get back on its feet, then leaps onto a pile of half-smashed detritus. Sora keeps his eyes on it, Keyblade gripped in both hands now. For a long moment, the two combatants stare each other down like they're waiting for a bell to ring.

Azlyn is not so content to wait. She grabs the shield off her back, hurling it in the same motion. It flies quickly through the air, but the golden-furred creature's reflexes are just too good. It darts to the side, dodging the shield completely, and leaps again.

Sora brings his Keyblade up, but there's not enough time to swing. So he just settles for holding it tight, the blade parallel to the floor. The feline's mouth is already open, in anticipation of a quick bite. It gets what it wants, but not exactly _how_. All its teeth manage to find purchase on is the silver blade of the Keyblade.

There's still a lot of momentum in its attack though, and Sora finds himself falling to the ground. He lands painfully on his back, the ferocious creature straddling him with all four legs. It snarls down at Sora, releasing the Keyblade from its mouth.

Azlyn comes rushing in, jumping into what looks like a backflip but ends with her two arms holding her up above the floor. She kicks out with both feet, a direct hit to the predator's side that sends it flying across the room.

It manages to land fairly well, skidding a few inches before its claws dig into the wooden boards and arrest its movement. Turning back to the trio, it hisses before letting loose a roar. Telary joins Azlyn and Sora, the trio standing firmly together against this threat.

But suddenly, another loud sound of challenge echoes through the treehouse. Something goes flying up above the trio's head, nothing but a blur. Still yelling, the figure lands between the party and the creature.

Its a man, lithe but powerfully built. He wears his brown hair in long, dreadlocked strands, and beyond that his only covering is a brown cloth around his hips.

"This," Sora says, speaking to Azlyn without moving his head away from the scene playing out before them. " _This_ is weirder than jungle pirates."

"Okay, point you," the knight admits.

Finally, the scantily-clad man's yell dies down. He stands silent now, his stance strong and commanding respect. He faces down the big cat, snarling just enough to indicate that if it wants trouble, then it's got it.

The confrontation, mostly silent except for a few subsonic growls on the creature's part, plays out for a long, drawn-out moment. Sora, Azlyn, and Telary can only watch, hoping that the outcome will be in their favor.

The next question is, of course, _what_ outcome exactly is in their favor?

Finally, after what seems like hours but is in reality less than a minute, the predatory cat decides that this confrontation just isn't worth it. It snarls again, just for good measure, then dives right out a window, shattering the glass.

"Th-thank you," Telary says, starting off the greetings in his own, nervous way. "That was, uh, very helpful."

"Pants would be too," Azlyn declares tactlessly, looking away from the nearly-nude man. Then taking a quick, surreptitious peek.

The man turns to them, a look of confusion on his rough but undeniably handsome features. He still stands hunched over, apparently his usual posture and not just a "challenge stance".

"Um, hello!" Sora says, giving the man a small wave. He warily watches the Keybearer's hand as it moves. "My name's Sora. You are…?"

"Sabor, danger," the man grunts, twitching his head at the broken window that the jungle cat had fled from.

"Yes, we, uh, gathered that," Telary replies, still smiling in what he hopes is a tension-diffusing way. "Uh, so, what is _your_ name?"

"Name?" The man presses both hands to his chest, expression thoughtful. After a moment, he looks Telary straight in the eye and says, "Tar-zan."

"Tarzan," Sora says, slowly like he's testing it out. "Hell-o, Tarzan. My name is Sora." He presses a palm to his chest, just like Tarzan.

"So-ra," Tarzan repeats. "Sor-a. Sora."

"Yep," the Keybearer happily confirms. "Sora." He turns to his friends, nudging his head towards he wild man. "C'mon, guys."

"Telary," Telary says, hand on his chest. "Might be more difficult, sorry. More syllables…"

Azlyn rolls her eyes. "Azlyn. And don't wear it out, huh?"

"Wear out," Tarzan says, looking the trio over again, his expression serene as ever. There's something else in his eyes though, something undeniably calculating. "So-ra. Az-lyn. Tel-ary."

"That's us!" Sora agrees, putting and arm around each of his friends. "Sora, Azlyn, and Telary!"

"Why do people always say it in that order specifically?" Telary mutters to himself, pondering.

The Keybearer slips his arms off the shoulders of his friends. "So, Tarzan. Do you live here? In the treehouse?"

The mysterious man replies in a most unusual way, not with words but instead a series of differently pitched grunts and growls.

"I see," Telary replies, nodding sagely as if he understood anything of what Tarzan just said. "Well, I guess it was inevitable that we'd eventually go somewhere that doesn't use the same language."

"What about people?" Azlyn suddenly asks, elbowing the wizard aside. She leans in closer to Tarzan, looking him straight in the eyes. He stares back, passively. "Oth-er people? Like you? Like us?"

"Jane!" Tarzan declares, his eyes lighting up at the word.

"That sounds like a name to me," Sora whispers to his companions. He pushes Azlyn aside, also leaning toward the wild man. "Where Jane, Tarzan. Take us to Jane?"

"Tarzan take," Tarzan replies. "Tarzan take Sora, Azlyn, Telary see Jane."

"You will?" Telary gives him his most sincere smile. "Thank you. I wonder if she lives in another treehouse? Because I'd really appreciate some solid ground right about now."

 **KH-KH-KH**

"Perhaps I was being a bit naive earlier?" Telary says, looking down at the easily twenty foot drop from the low branch he's standing on to the jungle floor. "I'm starting to think living high up in the trees is the place to be."

Tarzan doesn't seem too concerned with the wizard's hesitation. He leaps off the branch, grabbing hold of the bark of another tree not far away. With a slight scraping sound, the wild man slides safely to the ground. He looks back up at the party expectantly.

"This is nothing, Tel!" Sora assures his friend. Unfortunately, he also decides to throw in a good-natured pat on the back. Telary yelps and clings even _more_ tightly to the tree trunk. "Oh, sorry." The Keybearer takes his leave, repeating Tarzan's jump and slide move. He also reaches the ground safely, waving up at the Disney Castle pair. "C'mon, guys, it really isn't bad!"

"Easy for him to say," Telary declares, shaking his head. "Being all spry and coordinated. I try that, I'll either miss entirely and break every bone in my body against the ground, _or_ I'll hit the trunk too hard and _still_ proceed with the breaking of every bone."

"I'll go next, then," Azlyn says, her tone unexpectedly patient and understanding. She makes the leap just as Sora did, easily sliding to the ground. She stands at the bottom of the tree and waits, looking up to Telary. "C'mon. I'll catch you if anything happens, okay?"

The wizard closes his eyes, sighing in an attempt to release his tension. It doesn't work _all that_ well, but it's something. Schooling his expression into what he hopes is a cool neutrality, Telary leaps across the gap between trees. He feels the rough bark slam into his face, thrusting his arms out to hug the trunk as tightly as he can.

"Okay, that's a good start!" Sora calls to his friend. "Now just let up a _little_ bit, and you'll slide right down." This situation feels profoundly odd to Sora. Usually he's the one who needs advice and encouragement.

Telary does as instructed, swallowing a shriek as he allows himself to slide down the tree trunk. The ride is uncomfortable and bumpy, but eventually he feels his feet hit the ground.

"Great, Tel," Azlyn says, an encouraging hand patting his back. "You, uh, can let go of the tree now."

The wizard does so, opening his eyes and looking at his companions with open affection. "Thanks, guys. Couldn't have done it without you."

The group continues on, Tarzan eagerly leading him through the jungle. Eventually they reach an area where thin shoots of bamboo grow, rather than the thicker trees. A large clearing lies beyond the thickest patch, where a camp has been set up. Large crates takes up most of the space, plus a long table covered in various chemistry equipment. Support and research materiel, most likely, for whoever lives in the large yellow tent set up in the middle of it all.

"I'd say this answers our questions about whether or not other humans live here," Telary comments as he takes it all in. "And a scientist by the looks of it. Interesting."

"Hey!" Sora says, pointing to a nearby chalkboard. A drawing of Tarzan's face, up close and personal, is sketched on it. Incredibly well, too. Just as good as any of Naminé's…

"Tarzan?" a female voice with a pronounced accent declares, emanating from the tent. Its flap moves aside, revealing a young woman dressed in a tank top and long red skirt. Her face lights up with a smile upon seeing the ape man, and his does just the same. Tarzan goes bounding up to her, stopping before the young woman to point out Sora, Azlyn, and Telary's presence. Upon seeing them, the woman's eyes go wide. "My goodness, I _wasn't_ hearing things."

"No ma'am," Sora says. "Nice to meet you. I guess you're Jane?"

"I, um, I am," the young woman confirms, stepping past Tarzan towards the trio. "Jane Porter, at your service. And you all are…?"

"SORA!" Tarzan exclaims rather exuberantly. "Sora, Azlyn, Telary! Tarzan friends!"

"That's, uh, that's us," Sora says, smiling sheepishly.

"Friends of… Tarzan?" Jane says slowly, tilting her head as she looks from the trio to the wild man, then back again. "Forgive me but, you seem to speak quite a bit better than Tarzan. Snappier dressers as well."

"I could rock the loincloth look," Azlyn whispers to Telary. The wizard looks over to her, then away suddenly as a _very bad_ thought comes to mind.

"We're just, um, visiting the jungle," Sora explains, trying his best to remain as vague as possible. "Tarzan's a, uh, new friend. We ran into him at the treehouse…"

"Pardon me," Jane interrupts, holding up a hand, "but what treehouse are you talking about?"

"I guess Tarzan didn't tell you about it, huh," Telary says. "There's this big, elaborately constructed treehouse, up in a bunch of trees near the shore."

"Not exactly a model home, though," Azlyn chimes in. "Looked pretty beat up, and like nobody had lived there for a few years. A lot of few years."

Jane looks at Tarzan, curiosity etched on her face. "Intriguing. I had always wondered…"

"Wondered what?" Sora asks.

"Oh, forgive me, I should explain," Jane apologizes. "You see, Tarzan was raised by gorillas, not other human beings. Ever since I met him, I've wondered where exactly he came from. Perhaps now I can find out about his family."

"Fam-ily?" Tarzan repeats in his own broken way.

"I told you about my father, yes?" Jane says, crouching down closer to Tarzan. "The man who was responsible for my being born, who I am. Someone I love. Remember our discussion on…" Here, the young woman's cheeks grow pink. "Love?"

"So, wait a minute," Azlyn says, interrupting the tender moment. "Tarzan's here because of whatever happened to his parents. But why, exactly, are you here lady?"

"Oh, another missing explanation!" Jane shakes her head, clearly exasperated. "I'm becoming as absent-minded as father. I am here on a scientific expedition. To study…"

"Tarzan?" Azlyn guesses, her eyebrows waggling suggestively.

"The, uh, gorillas actually," Jane finishes, face going red again.

"The animals that raised Tarzan?" Sora says. "Wow, he must be a lot of help with that."

"Um, well, to be honest," the young scientist says, "not as much as you'd expect. He seems to be quite reluctant, actually, to take us to their nesting grounds."

"Us?" Azlyn asks. "Who else is here with you?"

Before Jane can answer, two loud sounds ring out. They sound rather close by, and Sora, Azlyn, and Telary all go reflexively tense.

"Clayton!" Tarzan exclaims, leaping up into the air with a smile on his face.

"My escort, guide, and protector on this trip," Jane explains. "Tarzan's got it into his head that 'Clayton' is the word for the sound a gunshot makes. It's really no wonder why, either. Though I have told that man, repeatedly, to not go firing off rounds like some lunatic. I swear, the man would shoot his own shadow just to hear…"

Another gunshot interrupts Jane's rant, this one even closer. In fact, moments later a tall, movie star handsome man in a yellow jacket and grey-green pants comes running out of the bamboo. In his hands he holds a gleaming silver shotgun.

And for good reason too. No sooner does the man, obviously Clayton, come running out of the bamboo thicket than he is followed. Five short, monkey-like Heartless with purple fur come bounding after him. Their intentions are most likely not friendly.

"What in the world…?" Jane mutters, looking over the Powerwilds with bewilderment.

"Heartless!" Sora yelps, summoning the Keyblade to hand. He leaps forward, heroically chopping at one of the small creatures. The blow is strong, decimating the creature instantly.

The other four slip past, though, rushing into the campsite. One goes for Jane, and before the scientist can do much more than shriek, Tarzan stands in front of her protectively. The Powerwild leaps, Tarzan catching it midair. With a loud roar not unlike Sabor's, he slams the creature into the nearest crate. It explodes into dark particles.

Azlyn throws her shield to eliminate two more Heartless, while Telary calls down lightning (collected from the stack of cards Larxene had given the group) to eliminate another. Finally, Clayton's gun barks out one last blast, killing the final creature.

"Is everyone alright?" Jane asks nervously, approaching the group with wringing hands. "What were those animals?"

"Whatever they were," Clayton declares, his deep voice accented similarly to Jane's, "I have never seen their like. I was out hunt… er, _scouting_ , when they suddenly attacked me."

"They're called Heartless," Sora explains, sighing. "Explaining them would take a lot of time, but basically they're really nasty, and you don't want one to catch you."

"Goodness," Jane says, sitting down on a crate. "I knew the jungle was dangerous…"

"Which is why you brought me along," Clayton says, hoisting his gun up on one shoulder. "Lord only knows how many of those creatures might be lurking about! Amongst _other_ unsavory beasts."

"Danger!" Tarzan says out of the blue, following the word up with some indecipherable noises. He's become incredibly restless as well, practically jumping out of his tanned skin.

"Something wrong, Tarzan?" Jane asks the wild man, concerned.

"Gorilla danger!"

"I think he's talking about the Heartless," Sora chimes in. "He must be worried that the gorillas could be targeted by the Heartless."

"Tarzan, go home!"

"To the nesting grounds?" Jane asks.

"Danger, Tarzan family!"

"If you're worried about the gorillas," Sora offers, "we can go with you. The Heartless are pretty tough to deal with, without a Keyblade around."

"Of course, I'd be perfectly happy to lend my gun to your cause," Clayton chimes in, shoving past Sora to stand before Tarzan. "Anything to help my new little friend, yes?"

Tarzan seems terribly unsure about all this, his gaze darting between Sora and Clayton for a long moment. "Kerchak. Not happy Kerchak. Strangers."

"Kerchak?" Jane repeats, thoroughly confused.

"The head monkey, I'd wager," Clayton offers.

"I think he's saying that this Kerchak doesn't like strangers," Telary deduces, scratching his chin.

"Well, I'll bet he'd like the Heartless even less," Azlyn says with a snort.

"It's okay, Tarzan," Sora tells the wild man, leaning down to his level with a sincere look. "We won't hurt the gorillas. We just want to help them, if the Heartless are causing them trouble. It's what friends do for each other?"

"Friends?" Tarzan repeats, surprisingly thoughtful for a less-than-erudite man. He looks back up at Sora, muttering a few of the strange noises he so often makes. They sound positive enough, when combined with his nod. "Friends go home. Help."

They set out a few minutes later, Jane giving them encouragement and cautioning them to remain safe. She gives Tarzan the message with particular tenderness, the trio barely able to look without the feeling they're intruding on something private.

Tarzan leads the group at a brisk pace, hardly seeming to care whether or not they're all keeping up. The time or energy to waste on talking is minimal, so no one really says anything.

After a while, they begin to see signs of life. Some sort of nests, crudely created from foliage, mud, and various other jungle materials, lie dotted along the jungle floor. Telary nearly trips and falls face-first into one, only saved by Azlyn's quick timing.

Finally, they reach a very large clearing, wild grass growing along its floor. Many nests are clustered together here, just as empty as the ones encountered earlier. Tarzan, still a bit frantic, cries out in his unfamiliar language. The only reply is silence.

"Maybe they're not home?" Sora suggests, looking around for any more signs of life. "Out doing,, I dunno, grocery shopping?"

"Elusive little beasts," Clayton mumbles, so quietly that only Telary, standing next to him, can hear the frustrated statement.

Tarzan, meanwhile, just keeps up with his hooting and hollering. The wild man is becoming increasingly agitated, every noise seeming to get more frantic, wilder. Finally it pays off, the sound of rustling grass and large footsteps slowly getting closer.

Between two trees walks an absolutely enormous creature, covered in thick black fur except for a bright patch of silver on its back. It's a pretty safe bet that this is Kerchak. Beside him walks another, much smaller, gorilla with auburn fur. A few more apes follow in the pair's wake.

Tarzan bounds forward, now declaring an entirely new string of seeming gibberish. Kerchak listens impassively, though the auburn-furred gorilla seems more receptive. After a minute, Kerchak grumbles something back at Tarzan. From the look on the wild man's face, the comment wasn't a positive one. It becomes even more apparent when Tarzan starts talking back, his posture not dissimilar to his disposition during the standoff with Sabor.

"What the hell do you think they're saying?" Azlyn whispers to her companions. "How hard is it to say 'bad things are coming, get the heck outta here'?"

"Tarzan obviously occupies a lower position in the tribe," Telary posits. "In fact, I'd bet that Kerchak hasn't ever been very happy with taking in Tarzan at all. But I think his mate, the browner-colored one, was pretty insistent on it. So, for the last however many years there's been this huge standoff going on, making Kerchak reluctant to take _anything_ Tarzan says at face value. Especially considering the four strangers he's brought to their home nesting grounds."

Sora and Azlyn just stare at the wizard, their mouths agape.

"At least," Tel clarifies, chuckling nervously, "that's _my_ reading of the situation."

"Okay," Sora says, nodding for no real reason. Suddenly though, the Keybearer's attention seems piqued. "Um, guys… Where'd Clayton go?"

Tarzan and Kerchak's discussion suddenly stops, both of them lifting their heads up into the air a little. It seems they're both sensing something. Sora opens his hand and readies his will, already formulating a guess as to what exactly it is that has them so troubled.

Heartless begin pouring out of the jungle, dozens of Powerwilds swarming the clearing. Kerchak roars, rearing back on two legs and beating its chest. The auburn-furred gorilla quickly turns to the rest of the pack, encouraging them to run.

The Keyblade appears in a flash, and Sora dives right in. He swats at a Powerwild, but this bunch proves more resilient than the earlier group. Instead of dissipating, the creature merely goes flying through the air.

Azlyn raises her shield, deflecting the claw swipe of a leaping Heartless. She pushes it back, sending it into three more of its fellows. Lightning falls from the sky courtesy of Telary, finishing all of them in a few seconds.

But the focus the spell requires leaves the wizard vulnerable, a Powerwild leaping onto his back from behind. He goes down hard, the weight of the Heartless pressing him into the ground. Azlyn begins going to him, only for another creature to leap for her. Her senses and reflexes are a bit better honed, so she's at least able to grab it midair. She throws the monster down, stomping on it until it vanishes. She turns back to Telary, just in time to see Sora knocking the monkey off his back with a swing of the Keyblade.

Despite their earlier argument, Kerchak and Tarzan work together in almost perfect sync now. Even using only raw strength and bare fists, the pair are able to dispatch a sizable number of Heartless. Tarzan crushes on against the ground, while Kerchak merely grabs another by its tail and head, ripping it in half with a mighty tug. It appears the Heartless aren't quite so dangerous to the gorillas as originally thought.

Then a gun shot rings out, the sharp _crack_ cutting through the thick sounds of battle. As the shot's echoes fade, everyone pretty much stops in their tracks. Only for a second though, before the battle continues.

"Clayton!" Tarzan declares.

"About time he came to help out," Azlyn grumbles, kicking away a Powerwild.

Another shot sounds, and suddenly Kerchak is slumping forward, letting out an enraged snarl. Clayton emerges from the trees then, surrounded by Powerwilds. What sounds like the footsteps of a much larger being accompany him as well, but nothing can be seen making them.

"Clayton!" Tarzan yells again, this time less relieved than angry. He kneels at the silverback's side, glaring up at the newly arrived hunter with rage in his eyes.

"You set us all up!" Sora realizes, moving to stand by Tarzan. Azlyn and Telary follow him. "You knew that if Tarzan thought there was danger, he'd come back to the nesting grounds. Those Heartless attacking you at the camp were just a setup!"

"Clever boy," Clayton says, congratulatory and yet full of disdain. "Yes, it was becoming rather obvious that the wild man would never willingly lead me to these filthy beasts' hideaway. Not without proper encouragement, anyway."

Tarzan screams in anger, rushing at the hunter with murder in his eyes. Clayton hardly seems to be concerned. The ape-raised man leaps at him, but he's no closer than a few feet from Clayton before he goes flying back, swatted out of the air by some invisible force. Tarzan lands at the trio's feet, groaning.

"A valiant effort," Clayton sneers. "I suppose there's a reason the term 'noble savage' exists, hm? But it really doesn't matter. With the help of the Heartless, I've managed to round up your disgusting little family. And a certain young lady…"

"Jane…" Tarzan groans, struggling to raise himself to his feet. "Clayton hurt Jane. Clayton hurt family."

"You're a real piece of work, y'know that?" Sora angrily declares. "What have these gorillas ever done to you?"

"Why, nothing my dear boy," the hunter replies, still grinning smugly. "Rather, it's what they can do _for_ me. Do you have any idea what kind of price these beasts would fetch back in the civilized world."

"Munny?" Azlyn scoffs, a look of sheer disgust on her face. "All this, hurting a bunch of animals and unleashing the Heartless on a world, is all about _munny_?"

"I've never claimed to be a complicated man, my dear," Clayton says with a nonchalant shrug. "Now, if you'll all excuse me…"

Suddenly, Clayton is lifted into the air. His legs are spread wide, as if he's riding atop the back of some invisible beast. Doubtless it's the same creature that just knocked Tarzan for a loop. With a last wink at the group, the hunter kicks his heels and his unseen mount takes off into the jungle.

"You gonna be okay, Tarzan?" Sora asks, kneeling by the fallen wild man. Tarzan just grunts in reply, rising to his feet and hands, toddling over to where Kerchak still lies, in pain.

"Is he gonna be okay?" Telary asks, hovering over the silverback with a concerned look.

Tarzan, somehow seeming to understand, nods. Kerchak grunts something, grasping at the wild man's arm with his massive paw. The pair exchange a quick few words, Kerchak saying something rather startling to Tarzan if the ape man's expression is any clue. Tarzan nods resolutely, before turning back to the trio.

"What did he say?" Sora asks.

"Tarzan save family," the ape-raised man replies, his expression set into steely determination. "Clayton go. Tarzan know where family go."

"Then let's go help them out," Sora says.

Tarzan once again leads the way through the jungle, running faster than ever before. Sora, Azlyn, and Telary even find themselves hard-pressed to keep up. Finally, they arrive at a clearing amidst more bamboo, to find over a dozen gorillas and Jane backed up against a curtain of the thin trees. Clayton hovers before them, looking menacing as he wield his gun. Hearing the heroic party's approach, he turns to face them.

"Excellent job tracking me, my good man," the man sarcastically congratulates. "You would've made a fine hunter indeed, had you the good fortune to grow up in civilized society."

"You know nothing about 'civilization', you greedy monster!" Jane defiantly yells up at her traitorous escort.

"Let… them… go," Tarzan demands, looking up at Clayton with undisguised hatred. "Let family go!"

"You want them?" Clayton taunts, cocking his gun menacingly. "Come and get them!"

Tarzan does just that, charging forward. Sora and his companions are right behind the wild man, weapons drawn. The air shimmers above them, something mostly unseen coming straight for them. Tarzan has learned though, and ducks the invisible blow. Sora and Azlyn follow suit, but Telary gets struck and goes flying back.

Tarzan meanwhile rams into whatever's beneath Clayton, angrily beating his fist upon it. Sora and Azlyn join him, each striking a blow of their own. Shimmers of light ripple out from the points of impact, revealing the creature's true form.

Its a giant lizard Heartless, green skin with brightly pattered whorls of white marks patterned here and there. A large horn protrudes from its face, and the Heartless's eyes are a startling shade of light green.

Clayton dismounts, slamming his boot into Tarzan's face. The wild man manages to grab the hunter's foot though, falling back to drag both men to the ground. Their fight continues there, devolving into a combination wrestle/boxing match.

Sora and company, meanwhile, are left to deal with the Stealth Sneak. Sora ducks a blow, Azlyn hammering at the monster's fist. She jumps up on the limb, then with a flip leaps up to land on the creature's back. She slams the edge of her shield hard into its neck, eliciting an odd, warbling shriek.

The Stealth Sneak goes to one knee, leaving its head in a perfect position for Sora to strike. He bashes the Keyblade against the Heartless's skull, while Telary shoots off a fireball that explodes against its forehead. Azlyn stomps down against the back of its neck again, and then Sora stabs straight up through its chest. The creature staggers backwards, Azlyn only barely jumping off.

Tarzan slams the heel of his hand into Clayton's chin, forcing the hunter back several paces. Unfortunately, he ends up standing right over his gun. He reaches down and snatches the weapon up, pointing its barrel towards Tarzan and scowling fiercely.

Then a shadow suddenly falls over him, and the hunter looks up to see the Stealth Sneak staggering towards him. He lets out a yelp, raising his arms uselessly as the great beast falls over, landing right atop him. When the Heartless disappears in a burst of light, Clayton does as well.

Tarzan wastes no time running to Jane, who's standing next to the auburn-furred gorilla earlier. Jane immediately takes Tarzan up in a hug, confusing the wild man a bit. After a moment she pulls back, blushing again.

"I knew you'd come for us," she gushes gratefully.

"Family in danger," Tarzan says, looking over the gathered gorillas. "Tarzan save family."

"So you did," Jane agrees. "I've always wondered about your human parents, but it seems that all this time, I'd forgotten who your true family was."

"It's like me with Azlyn and Telary," Sora chimes in. "Sometimes family isn't about who gave birth to you. It's just about people you love, who can get you through even the hardest times in life."

"Sora…" Telary mutters, trying to hide his blush.

"You are such a sap," Azlyn says, exasperatedly rolling her eyes.

"Sora, sap!" Tarzan declares happily.

 **I kinda freeform jazz'd/half-assed this one, so forgive me for that.**


	15. Riku

Sora bursts through the doors into the next floor of Castle Oblivion, heart already racing at the thought of rescuing Naminé, freeing her from the danger of Larxene and Axel. Seeing her again, after all this time…

Until he finally notices what's in front of him. Slowly and methodically descending the stairs from the next floor is…

"Sora, you really shouldn't…" Telary begins to scold the boy, through puffs of labored breathing. Then he too notices the approaching figure.

Azlyn, her mind not burdened by thoughts of rescue or her own words, notices immediately. She skids to a halt, right beside the stunned Sora.

"Riku!" Sora exclaims, rushing forward to meet his friend. "You, are you're really…? What are you doing _here_?"

"Why, Sora?" asks the young man who is indeed Riku. He looks much the same as he did the last time the trio saw him, too, wearing his yellow/black sleeveless shirt and blue pants. His turquoise eyes roam the party, practically radiating smug haughtiness. Almost absently, he runs one black-gloved hand through his shoulder-length silver hair. "Aren't you happy to see me? Or am I just in the way of something more important?"

"Bitchy," Azlyn whispers to Telary, while Sora is spluttering for an answer. "So I'm gonna have to say it's _definitely_ Riku."

"So not the…" Telary begins to reply before Sora cuts him off.

"I didn't mean it like that at _all_!" the Keybearer assures his friend, hands held out in what almost looks like a gesture of surrender.

Riku's only response is to roll his eyes. "Oh, just spare me would you? I know what's really important in your eyes. Or should I say _who_?"

"What do you mean by that?" Sora declares angrily, throwing up his hands. "The reason I came all this way, to this castle, was because I was looking for _you_!"

"Maybe that was how it started," Riku allows, shrugging one shoulder. "But not anymore, am I right? Now, it's all about _Naminé_ , isn't it? She's all you care about, all you're thinking about. You don't care about me, and to tell the truth, you don't even really care about how Naminé feels either!"

" _Super_ -bitchy," Azlyn comments this time. "Maybe there is something wrong."

"I'm starting to agree," Telary says, biting nervously at his lip.

"What do you mean by that?" Sora demands, taking another few steps forward.

His silver-haired friend just laughs. There's nothing good-natured about the sound, though. Just bitterness and mockery. "Considering others isn't your strong suit, it seems. You never even stopped to think that maybe Naminé won't want to see _you_."

The Keybearer's hands clench into tight fists. "Are you making fun of me?"

"No jokes this time, I'm afraid." Riku sneers, an ugly thing full of disdain. "She doesn't even want to look at your face. Not ever again. Maybe if you search your memories, you'll be able to remember why. Just think back to when she left the islands…"

Sora's fists uncurl, thoughts racing through his head. He quickly reviews all he knows about those days shortly before and after Naminé left the islands, trying to think of anything that he might have done. But the only details he can recall are the ones he already gave Azlyn and Telary. But Riku has been deeper into the castle, so maybe he remembers something Sora doesn't.

"I don't know what the hell you're yakking on about," Azlyn interrupts, stepping between the two old friends in a defensive pose, "but even _you_ aren't allowed to mess with Sora while I'm around!"

"That goes double for me!" Telary adds, standing beside his counterpart. One hand even rests on his staff, just in case.

Riku sighs, looking past the Disney Castle pair as if they don't even exist. "So it's this again then, huh Sora? Why don't you take your replacement friends and just go home. I'll stay here and take care of Naminé."

"What is _wrong_ with you?" Sora demands, pushing past his companions and giving Riku one of his rare dirty looks. "I've looked for you for a long time, and now that we finally found each other, you're doing all this? Something must be…"

"You can save your pitiful fake sympathy, Sora." A sickly purple light flashes around Riku, his attire morphing against his body. The yellow fabric of his shirt turns stark white, his pants becoming black. A short-sleeved, high-collared white coat covers his body, the two halves connected only by a black metal Heartless symbol, without the red stitching the logo usually incorporates. "I know you've never really cared about me. And it isn't just Naminé who's sick of looking at you. So am I!"

Sora doesn't get to respond to that, as more dark energy explodes in Riku's hand, revealing his signature red demon's-wing sword. The silver-haired boy roars and charges, blade held high. Sora summons the Keyblade to hand, but Azlyn's shield is already raised to block the blow.

"Funny phrase," the knight grunts, fighting against Riku with all of her strength. "That whole 'sick of looking at you' thing. See, I could say the same about _you_!"

The dueling pair break away, both jumping back a few feet. Disengaged though they may be, they're also prepared to continue this fight.

"Azlyn, wait just a…" Sora starts to protest, but it's too late. The knight and his old friend are already charging at each other once again.

Riku goes down into a slide, skidding beneath Azlyn's blow and popping up again on her other side. He swings his blade, but she quickly turns and deflects the slice. He tries again, only to achieve the same result.

"Okay, that might be enough…" Telary says, trailing off as he realizes he'll only be ignored.

She attacks next, swinging the edge of her shield at his head. But Riku merely leans away from the blow, thrusting out his free hand to catch his opponent in the chin. Azlyn grunts, staggering backwards.

As the knight hits the floor, Riku turns back to Sora. The look in his eyes is not friendly. The young man leaps at Sora again, and this time it's the Keybearer's blade who blocks the blow. The pair struggle against each other for a moment in a test of strength, until Riku suddenly disengages. Sora only figures out why when he sees Azlyn coming at the silver-haired boy from behind.

Riku sidesteps the knight's attack, thrusting his free hand into her back. The force of the push throws Azlyn off balance, and she goes tumbling into Sora, forcing both of them to the floor.

Telary gasps at his friends' predicament, already raising his staff. But before he can gather any of the focus a spell would require, Riku's sword has removed the length of carved wood from the wizard's hand. A shove sends Tel to the floor as well.

For a long moment Riku just stands over the fallen trio, breathing heavily as he looks at each in turn. Then, for some reason only he can know, the silver-haired young man turns tail and runs up the stairs to the next floor.

"Riku, wait!" Sora calls desperately. Without any warning, he pushes Azlyn aside and jumps to his feet, taking off after his childhood friend. When he reaches the next floor though, it's empty. Riku is nowhere to be found. "Riku, where are you?"

"Are you okay, Sora?" Telary asks, his voice coming from behind the Keybearer and startling him.

"Don't be worried about me," he replies, voice dull and defeated. "What could have happened to Riku?"

"Well, I guess he's gone now," Telary replies.

"Yeah, in more ways than one," Azlyn bitterly agrees, twirling one finger around her ear in the classic "crazy" gesture.

"He _was_ acting quite strange," Jiminy Cricket suddenly chimes in, leaping out of Telary's pocket to land on the floor before Sora. "And those new duds? It was almost like…"

"The darkness had a hold of him again," Telary finishes nervously. "Do you really think that…?"

"No." Sora turns back to his friends, expression solemn and resolute. "Ansem is history, he can't control Riku anymore. We took care of that!"

A thought strikes suddenly strikes Azlyn, eliciting a loud gasp. When the boys turn to look at her, the knight seems quite panicked.

"The king," she quickly explains, and suddenly her nerves seem to have infected Telary as well. "The king was with Riku the last time we saw him. But I didn't seem him anywhere a minute ago!"

"And he never would have let Riku attack us, either," Telary adds, his whole body shivering in fright. "Oh no, what if the king is in danger? We have to find him, help him…"

Suddenly, the Disney Castle pair notice that their friend is not quite so moved by the possible peril that so vexes them. He merely stands still as a statue, staring out into space. For a long moment the hall is silent, as if the others are worried to break some spell put over the Keybearer.

Finally, Jiminy speaks up. "Now Sora, you listen to me!" With a bit of a start, the boy redirects his gaze to the well-dressed chronicler. "I know that you think Riku isn't your friend anymore, that he hates ya."

"Real encouraging, Jiminy," Azlyn mumbles, crossing her arms.

"Just let me finish!" the cricket demands. "Now, what I was sayin' is, that you gotta remember where we all are. This is Castle Oblivion, for Pete's sake! People lose their memories here, bit by bit as they go. Maybe…"

"Maybe Riku just forgot," Sora finishes, thoughtful. He looks up, expression growing less subdued. "Yeah, he went higher up in the castle, and forgot that we're best friends!"

"That's possible," Telary declares, though Azlyn detects a certain skepticism in his words.

"Instead of being sad, then," Jiminy continues, "we should be keeping a positive attitude, and trying to figure out a way to help Riku out."

"I guess you're right," Sora relents, though he sigh that accompanies his words conveys anything but acceptance.

"C'mon, Sora," Azlyn says, placing a hand on the beleaguered Keybearer's shoulder. "That's no way to talk. You're a Keyblade master, remember! Have a little more, uh…"

"Gumption?" Telary suggests.

"Yeah, gumption, exactly!" The knight turns to her friend, looking at him sternly with both hands on her hips. "Now, give us a line worthy of a Keyblade master!"

Sora's mood doesn't change all at once, but a small smile graces his lip. He summons the Keyblade, thrusting it high into the air. "Okay, I'll go and save Naminé _and_ Riku!"

"A good start," Azlyn says. "But c'mon, you've got more than that!"

"You're right!" Sora declares, infusing all the boldness into his voice that he can. It ends up sounding quite over-the-top, but perhaps that's just right for this situation. "I'll save Naminé, and Riku, and the, the king, and, um… A _nd_ I'll do it with one hand behind my back!"

"Blindfolded!" Telary jokingly suggests, sending the trio and Jiminy into a sudden fit of laughter. Within a minute, they're practically rolling on the floor despite the situation.

"Bring on those cloak guys!" Sora continues, through his laughter. "And the Heartless too, I can take 'em! All at once, if I have to!"

"Okay, bud," Azlyn interrupts, placing a hand on the Keybearer's shoulder. "That might be a bit _too_ much."

"That's just our Sora, though," Telary points out. "He always does know how to get carried away!"

 **Not much to say here, but a shoutout to Bezerker21 for his first review of this story! Glad that I could make the Chain of Memories experience a bit more tolerable for you!**

 **Until next time!**


	16. Deals

Blue is an incredibly calming color, the artist discovers as she's creating her latest landscape. Or, perhaps she should say _sea_ scape. A serene underwater kingdom, the monotony of blue waters and pale grey rocks offset by bright coral and undersea plant-life popping out of every nook and crevice.

Even more colorful are the inhabitants, though not many of them swim freely these days. Now with what's lurking out in the deeper, darker parts of the ocean. Most prefer the safe, shining palace, where the good king of the seas watches over his subjects with tender care.

Those that are willing to _listen_ to him, that is.

Atlantica

"Okay," Sora says, trying to keep himself as calm as possible. "Does anyone else feel kinda… weird?"

"What exactly do you mean by that?" Azlyn asks, voice unmistakably sarcastic. "The thing where we're all underwear, none of us are wearing shirts, and we have _tails_!"

Indeed they do, and all the other thing the knight just said apply as well. Sora's tail is a subdued green, a large fin sticking out of his lower back. Azlyn's is dark grey, large "wings" like a manta's on either side. Telary's is orange, with no additional features. The boys are wearing nothing on their torsos, while bright yellow seashells help keep Azlyn decent.

"I hadn't noticed this, what with all the danger going on," the knight comments, looking down at herself appreciatively, "but I think the girls got bigger. And of course all this constant danger is great for the bod. You think, Tel?"

Telary blushes the brightest red Sora has ever seen, boiled lobsters included. He resolutely tears his eyes away from Azlyn, covering his own bare chest for good measure. For a self-proclaimed wimp, Sora can't help but notice that the wizard has a rather impressive "bod" as well.

"The underwater thing isn't so bad," the Keybearer declares, swishing his tail and gliding forward. "As long as we can breathe, I'm okay."

"Swimming with this tail ain't so bad either," Azlyn says, spinning lazily around. "Feels like riding a bike, really."

"I _really_ would appreciate a shirt," Telary mumbles, arms still locked over his chest. "And where are our weapons, hm?"

"Good question," his counterpart agrees. She gives him a quick up-down sweep. "And don't be so worried about the shirtless thing, Tel. That look kinda works for you, actually."

"Can it, guys," Sora whispers to his companions. "Just act like everything's normal, 'cause someone's coming this way."

Clamming up, the trio all do their best to act nonchalant. Sora leans up against a rock, Azlyn looks down to inspect her nails, and Telary begins whistling, resolutely _not_ thinking about how that's even possible underwater. Into their innocent act swims a young woman, her tail a lovely coral green that contrasts beautifully with her red hair. Purple seashells conserve her modesty, and she holds something behind her back. A long, thin object that eventually splits into three forks. A trident. She appears to be trying to hide the thing, but with its golden hue and subtle glow, that's almost certainly an impossible task.

Coming upon Sora, Azlyn, and Telary, the young woman stops with a start, gasping in surprise. She fumbles the item behind her back a bit, but manages to keep her grip.

"Uh, hey there!" Sora greets her, raising a friendly hand. "Fellow, uh, merperson. Lovely day for a walk, uh, _swim_ , huh?"

"Uh, sure," the stranger replies, swallowing nervously. She casts her gaze over each member of the party for a moment, before leaning forward and pleading, "Please don't tell anyone!"

"Tell anyone what?" Azlyn asks. She's unable to keep herself from craning her neck to inspect the gold trident.

"I really don't have much time to explain," she explains quickly. "Just, uh, if anyone asks, you never saw me, alright?"

"Who would ask?" Telary inquires, frowning. Something about this situation is not right at all.

"What is that sparkling thing?" Sora asks. "That you're trying to hide behind your back?"

"You mean you don't know?" the girl says, incredulous. She becomes thoughtful for a split second, then quickly plasters an ingenuous smile across her face. "Oh, this old thing is, uh, it's really nothing at all. Just… I'm just hanging on to it for a friend."

"But what _is…?_ " Azlyn begins.

"Gotta go, look at the time, maybe I'll see you around sometime. Bye!" The redhead darts off into the water beyond, her tail kicking into overdrive.

Sora watches her go, frowning. "Well, that was definitely suspicious."

"Helped us out, though," Azlyn points out. "Compared to that weirdness, we looked practically _normal_."

"It was ultimately in our favor," Telary says, thoughtfully scratching his chin. "But something's wrong. That glowing trident looked powerful, too powerful for someone to be sneaking around with it for any good reason."

"So I guess we're gonna investigate?" Azlyn deadpans, heaving a weary sigh.

"Well, what else are we supposed to do?" Sora says with a loud laugh, already making to go after the mysterious girl.

The trio swim smoothly through the water, above a large undersea canyon dotted with small openings that doubtless lead to caves. Sora sweeps them thoroughly with his eyes, searching for the telltale golden glow of the girl's item. But nothing can be found.

"Some investigation this turned out to be," Azlyn sighs, lazily doing a flip in the water. "It's nothing like my favorite detective novels."

Sora quirks an eyebrow at the knight. "You _read_?"

Before Azlyn can get indignant about the question, Telary swims up to his friends. He looks just as disappointed as they did.

"That girl must really know this are well," the wizard announces, shaking his head. "It takes real skill to hide with a giant glowing staff-object."

"Maybe my first thought was wrong," Sora remarks, frowning. "Maybe that whole thing wasn't very important anyway."

"Well _something_ was fishy about that girl," Azlyn argues. "No pun intended, I swear!"

"I think," Telary says, holding his hands up defensively as he notices something off in the distance, "that regardless how it ends up, the investigation is going to have to be put on hold." He points, grimacing.

A small red creature, probably no bigger than Sora's fist, swims frantically through the canyon. The trio can hardly blame him for his panicked speed either, considering the swarm of Heartless hot on his trail.

Sora and company swim after the chase without even a word. The Keyblade springs to Sora's hand in a flash, and he plows through the group of jellyfish-like Heartless. With a single swing, three of the creatures disappear into darkness.

Azlyn, without a weapon to use, resorts to simple fisticuffs to deal with the threat. She punches a Sea Neon to minimal effect, though it clears the way for her to grab two more and forcefully slam them together.

Telary's magic is still effective even without his staff as a channel, and with a simple gesture he summons a blast of cold energy. It hits three Heartless, freezing them together in a solid block that Sora easily shatters with his Keyblade.

One of the Sea Neons slaps one of its flipper-like appendages against Azlyn's arm, and the knight cries out as a sharp shock of electricity courses through her body. She reacts instinctively, lashing out with the elbow of her opposite arm. It bounces against the creature's head, knocking it back to where Telary can easily dispatch it with a fireball.

The small monsters are thinning out, leaving only remnants behind. Sora cuts through a floating pair, Telary freezes another one, and Azlyn literally rips a Heartless apart with sheer strength. It takes a minute, but soon the canyon is clear and safe.

The small creature from earlier scuttles out from behind a rock, revealing itself to be a crab. It looks up at the trio with wide eyes.

"Oh, dat sure was a close shave, mun!" the crab declares in a deep and thickly accented voice. His eyes suddenly narrow. "I don't recall ever seein' you tree b'fore."

"We're from, uh, another ocean," Sora hastily explains. "Just passing through for a bit. Like a little vacation."

"A terrible one," Azlyn mutters to Telary.

"Ya picked a good time fer it, far as I'm concerned," the crab says. "I'm Sebastian, royal composer fer His Majesty King Triton." His face suddenly falls, as if remembering something unpleasant. "Oh, woe is me…"

"What woe?" Telary asks.

"It's da sea king's trident," Sebastian explains, shaking his head almost mournfully. "Y'see, it's gone missin'! Without dat, da king can't protect the kingdom. Atlantica is practically _defenseless_!"

"Sounds bad," Sora notes with a sympathetic wince.

"Gets worse too!" The royal composer places his head in his claws, the picture of utter despair. "Da king's youngest daughter is missin' too! No one's seen shells or tail of her!"

"Well, we'll sure keep an eye out for her," Sora promises the crab. "What, uh, what does she look like?"

"Well, she's sixteen," Sebastian quickly explains. "Got a lovely voice too, she does! The star of da Atlantica stage, she is! Not that she ever bothers to show up on time for rehearsal…" The crab shakes his head in disappointment. "Anyway, her tail's green, and she got long red hair."

"R-r-red?" Telary stammers out.

"Aye," the crab confirms with a solemn nod. "Not much different from yers, for a comparison."

"And she went missing when again, exactly?" Azlyn asks, leaning in and taking on her best detective tones. "Around the same time as this trident?"

"Yeah, mun," Sebastian answer. "What timing, hm?"

"Maybe someone else would know where she went," Sora chimes in, earning an annoyed look from Azlyn for butting in on her interrogation. "One of her friends?"

Sebastian sighs. "Nah, her friend Flounder's missin' too. I figure they're together, they always are. Off 'exploring' like a pair of fools. And _who's_ job do ya tink it is to keep an eye on 'em? _Mine_! What babysitting has to do with music composition, I'll never know…"

The crab continues to rant about the misuses of his time and lack of appreciation for his artistry, but the trio tune him out in favor of their own discussion.

"So," Azlyn starts off, her tone dripping with suspicion, "that girl we saw earlier was definitely this Ariel, right?"

"No doubt," Sora agrees. "And that thing she was holding, that she didn't want us to see? It could only have been that trident, am I right?"

"I'm usually not one to jump to conclusions," Telary adds, shaking his head, "but I'd say it's a safe bet that all these strange things are connected somehow." He frowns, casting a look over his shoulder. "Do you think we should tell…"

"Oh, no!" Sebastian gasps, claws clapped against his cheeks in horror. "What if it's _my_ fault? Maybe I was too strict with her, too adamant about rehearsal times? World's worst guardian I am, no mistake! And when da king finds out about dis, who's he gonna blame? Oh, I'll be banished for sure, become one a dose layabouts ya see on the side of the currents, holding up a sign sayin' 'will compose for food'! I'm _ruined_!

"Maybe we shouldn't, just yet," Sora decides, watching the small crab's big outburst with a mix of pity and horror. "I mean, c'mon. This guy would pop his shell if he knew what we do."

"Then, once again, it looks like everything's up to us," Azlyn sighs.

In the end, separating themselves from Sebastian is as easy as just turning tail and swimming away. The stressed little crab hardly seems to notice, still babbling worriedly to himself. And, most likely once he realizes they're gone, he'll hardly care about three strangers.

"Talking to Sebastian was a good way to get more info," Telary points out, as he and his companions go back to scanning the canyon for any signs of the trident or its thief, "but now Ariel has even more of a head-start on us. She knows the area too, so she'll be almost impossible to find!"

"That trident leaves a trail, though," Azlyn says, thoughtfully scratching her chin. "The way it glows, you can see it from a mile away. We probably should have been able to visually track Ariel after the first time we met, but we couldn't. Meaning that she must have a hiding place nearby, hidden enough so that the light of the trident is hidden."

"How is that supposed to help us, though?" Sora argues, frowning crossly at the knight.

"Because," she explains in her smuggest tone, "I can see something glowing yellow behind that big boulder over there."

Azlyn gestures to a rock a little bigger than Telary, resting in front of a tall rock face. As described, a telltale golden glow gleams from behind it. The trio swim closer, and after a quick inspection determine that there is indeed some sort of opening just beyond the boulder. Working together, and being as stealthy as possible, Sora and Azlyn roll the blockage aside. The open mouth of a cave under the mountain now waits before them. The glow shines from inside.

Slowly and cautiously, the trio swim through a short passage, ending just before the cave expands. A cavern lies beyond, stacks of various waterlogged objects piled onto a system of rocky shelves extending upwards. A light shines down the center of the room, hitting the trident and causing its telltale glow.

Ariel looks nervous, pacing back and forth with a fretful look. Every few seconds, she glances at the trident, frowning like she's cursing the day she ever laid eyes on it. "Oh," she says, shaking her head worriedly. "This is all my fault. I can't believe I took Daddy's trident."

"Oh, don't go getting cold fins now, dearest," a new voice, definitely female but rough and incredibly deep, assures the little mermaid.

The trio huddle slightly closer together, drawing themselves deeper into the shadows of the entrance tunnel. Someone descends upon Ariel, a large woman with six octopus legs instead of the standard merperson tail. She looks at the princess like a shark that's just spotted its next meal.

"Looks like Ariel _did_ steal the trident," Azlyn notes, whispering fervently. "For _this_ lady!"

"After all, dearest," the large woman continues, "it was all for a good cause, was it not? For your friend?"

"I… I know," Ariel says, looking away. "But, Ursula, I really don't see why I needed to…"

"You do want your friend to come back home safe and sound, don't you?" Ursula interrupts threateningly. "Just think of little Flounder, trapped in the human world. I need that trident if I'm going to save him."

"B-but Daddy needs the trident too!" Ariel protests, clutching the object in question closer to her body. "Without it, he can't defend Atlantica!"

The shady woman scoffs, apparently offended. "Trust me, my dear, I know all about the importance of that glorified pitchfork. And don't think of it as _giving_ the trident away. I'd just need to borrow it for a bit, that's all."

Ariel heaves a great sigh, looking away from the sea witch sadly. "I just… I need more time, alright? This is a big decision, and…"

Ursula holds up a hand. "Say no more, dearest. It hardly matters to me how long you need to mull this decision over." She closes in on the little mermaid suddenly, a warning shining clearly in her eyes. "It might, however, be rather crucial to little Flounder. Every second you wait, after all, is more time he's forced to spend dodging hooks in the human world. Just you think about _that_ for a minute."

Her piece said, the tentacled woman swims upward, momentarily blocking the sun from above as she makes her exit. Ariel doesn't watch the witch go, focusing instead on the trident in her hands. The look she's giving it can only be described as mournful.

"Oh," she sighs, shaking her head, "what am I going to do?"

"Well ya can't trust _her_!" Sora declares, emerging from the heroes' hiding place. Ariel gasps in shock, even moreso when Azlyn and Telary come out as well.

"What are you doing here?" the little mermaid demands, leveling the trident at them.

"Whoa, whoa!" Telary cautions, holding up his hands in surrender. A look from the wizard gets his companions to do the same. "It's alright, okay? Just relax, we don't want to hurt you. We just want to help."

"How long were you listening?" Ariel asks, very obviously fighting a shake in her voice. "What did you hear?"

"Enough," Azlyn answers, frowning. She lowers her hands, crossing both arms over her stomach instead. "Enough to know that you can't trust that old creepazoid!"

"Not that I believe in profiling," Telary chime in, "but there was something just undeniably troubling about her."

"She does have a bit of a reputation," Ariel explains, looking away. "A bad one." She looks back at the trio, eyes suddenly wide and wild. "But you've got to understand, my best friend is in trouble! She's the only one who can help!"

Sora grimaces, intimately familiar with the terror of knowing a friend is in danger. But, he also knows how quickly shady deals can backfire on a person. Riku's dark dealings may still be plaguing him even now, after all.

"I _do_ understand, Ariel," the Keybearer says in his softest, most gentle tone.

"Well, at least don't go and see that sea witch alone!" Azlyn says. "Tell you what, we'll come with ya. Back you up in case things get out of hand."

"You'd do that?" A small smile plays across Ariel's lips. "For someone you just met?"

"Oh, trust us," Telary says wryly, "this would _not_ be the first time."

"Okay," the little mermaid agrees, something like hope slowly coming into her voice. "This has gotten a little over my head, hasn't it? Having somebody else along would be a good thing."

"That's exactly right," Sora agrees.

They exit the grotto, and as Sora rolls the concealing boulder back into place Ariel explains that she's been told where to meet Ursula. It's farther away from her father's palace than she's ever gone, apparently.

"And you were gonna go all by yourself?" Azlyn asks, just a little bit incredulous. "I don't know whether you've got mad guts, or you're just naive."

Sora opens his mouth, a witty comment about saying the same thing about Azlyn on the tip of his tongue, when a group of Heartless emerge from hiding in a patch of coral. These are different from the ones before: humanoid, seaweed green, and wielding small silver tridents of their own. They dive for the group, weapons flashing.

Sora deflects a stab from one, turning its silver spear aside. He swipes for the creature's elongated head, severing it. Another one goes for him at that moment, forcing him to dodge a heavy-handed swipe. A fireball hits it in the back courtesy of Telary.

Two more Screwdivers, barrel towards Ariel. The little mermaid gasps in fright, but Azlyn is hardly cowed. The knight grimaces and thrusts herself upwards, grabbing one Heartless around its torso and twisting to slam it into the other. Disoriented, they're easy picking for a blast of lightning Telary sends their way.

That seems to be that, until a huge, bulbous blue creature suddenly swoops in from the mouth of the canyon. A strange appendage dangles down over its face, slightly glowing and crackling with energy. He Aquatank opens its mouth, and suddenly that energy explodes outward, forming a web of bright yellow lightning that ensnares the group in its grip.

All except Ariel, still holding her father's trident. The mystical weapon seems to absorb the creature's energy, converting it into power for itself if the sudden glow is any indication. Gritting her teeth, the little mermaid turns to aim the forks at her foe, calling to mind memories of her father employing the power of his staff of office.

A beam of bright energy shoots from the trident, cutting through the water and plowing into the Aquatank. Its mouth opens in shock, before the monster suddenly bursts like a popped bubble. As it fades, the recovering trio give Ariel awed, open-mouthed looks.

"Whoa," Sora comments, nothing else coming to mind at the moment.

"That's some artifact, isn't it?" Telary says, approaching Ariel with his eyes fixed on the trident in her hand. "Its power must be immense! No wonder this Ursula wants it so badly."

"Maybe you don't need our backup so bad after all, eh?" Azlyn bemusedly suggests. "Seriously, Ariel. Badass."

"I, um don't exactly know how I did it," the princess admits sheepishly. "I just sort of did what daddy always does."

"This makes me even more worried about handing the trident over to Ursula," Telary comments, shuddering a bit.

"Until we know more though, it's our only option," Sora declares, though not without a grimace. "C'mon, let's go see Ursula."

 **KH-KH-KH**

Ariel leads the way to a nearby current, water rushing quickly down a long underground tunnel.

"If we follow this current, it should get us close to Ursula's home," the underwater princess explains.

"I don't think I'd go with 'home'," Azlyn suddenly declares, firmly shaking her head. "Sounds too innocent. This is definitely a 'lair' situation."

"S-semantics aside," Telary stammers, "are you s-sure that this current is a safe mode of transportation. It looks pretty fast."

"It isn't that bad," Ariel replies with a shrug. "I do it all the time."

"So these currents are used a lot to get places?" Sora asks.

Ariel shakes her head. "No, not really. Most people think it's too dangerous. I mean, my dad would beach me for life if he found out about this, and Flounder's always telling me not to do it."

"You're quite the wild woman, aren't you Ariel?" Azlyn notes appreciatively. "Nice to see someone else with guts like myself."

"You want guts?" Sora giggles. "Check this out. Last one in's a rotten fish egg!"

Letting out an excited whoop, the Keybearer dives into the current. Ariel laughs and follows right along, smiling as she lets the rushing water overtake her. Azlyn's just about to join in when, out of the corner of her eye, she spots Telary shaking nervously.

"Look, Tel," the knight says, putting a gentle hand on her counterpart's arm. To her surprise, he stops shivering. "Normally I'd talk about bravery or something here, but we ain't got time for all that speechifying, so…"

Without warning, Azlyn's soft touch becomes a firm grip. Pulling the wizard along, she dives into the fast current. It pulls her and her companion along, shaking them like a sock in a dryer. Telary opens his mouth to scream, but the sound is just as easily swept up and away as the pair from Disney Castle.

They ride the whirling vortex for just a few seconds, barely half a minute passing before the pair find themselves deposited at the mouth of an interconnected underground cave. Ariel and Sora await them there, both still looking quite pumped from their ride.

"I was just telling Ariel that I agree with her," Sora says to his still-disoriented companions. "That's one heck of a ride!"

"Yeah, memorable," Telary stammers. He fights to keep himself from heaving, not prepared to deal with the effects of an underwater puke. Were he a pettier person, Azlyn would so be on the wizard's list for her stunt.

"You okay, Tel?" the knight asks, placing a hand on his back. "Might've overdone it on that one, huh?"

He shrugs. "Got the job done, I guess."

"Are you ready to go, or…" Ariel interjects, jabbing a finger over her shoulder to the cave entrance behind her. Azlyn and Telary cease their antics, instead following the little mermaid out into the unknown.

They emerge in a much murkier part of the ocean, the water acquiring a sickly dark purple color. The ocean floor is beyond visibility far below, swallowed in the dark murk of deep water. Ahead, the open maw of some long-dead leviathan awaits, the source of the strange water color a violet-hued glow from its mouth. Without much else in the way of choices, Ariel leads the group into the remains of the fearsome creature.

The bowels of the leviathan stretch forward in a long passageway. Overtime it seems to have formed something of its own cave system, long stalactites and stalagmites made of who-knows-what protruding from floor, wall, and ceiling. But that's not the only thing.

Small, shivering creatures line the pathway. They writhe in pain, each with a suggestion of immense tortuous existence on what remains of their pathetic faces.

"Okay, what's with all this creepy crap?" Azlyn complains, swimming higher up to avoid the possibility of accidental contact with the wretched creatures.

"There are stories," Ariel explains, clutching the trident closer to her body like a security blanket. "More like rumors, actually. They say that if you make a deal with the sea witch, and you can't pay it back… You belong to her."

"This place looked so nice when we first arrived," Telary mutters to himself. "Big blue ocean, pretty colors. Be a merman, it'll be fun!" He shudders, almost violently. "But nope, just dangerous currents, dead monsters you have to swim through, and shriveled debtors. Could this place get any worse?"

"Ahh, I see I have guests." Ursula's voice seems to come from all around, echoing off the halls of her mysterious lair. "And so many, all at once!"

Telary nearly jumps out of his fin, the others startled as well. But still, they press on. Eventually, they reach a chamber not much larger than Ariel's grotto. The majority of the space is dominated by a cauldron, white foam bubbling at the top. Occasionally, color will pop underneath the water, changing the shade of the surrounding room as it does. A massive, open-mouthed seashell sits halfway up the far wall. Ursula emerges from there, gracefully gliding to the floor.

"I don't seem to recall inviting any other guests to our little party," the witch says, narrowing her eyes at the unfamiliar newcomers.

"They're my friends," Ariel says, holding the trident behind her back and attempting to look as nonchalant and unintimidated as possible.

"We came here to make sure she doesn't get hurt," Sora adds warningly. He thinks about summoning the Keyblade, but quickly realizes there's a difference between unwavering and threatening.

"Well, I suppose it won't hurt anything," Ursula declares with a single-shoulder shrug. A wicked grin spreads across her face as she adds, "Besides, I _do_ love an audience."

"Stop the games already," Ariel demands. "You said you could help Flounder, so prove it. Bring him back!"

"What a strong-willed child you are," Ursula practically coos. "Oh, the headaches you must give your father. It's almost enough to make me feel a little bad…"

"Bad about what?" Azlyn inquires, narrowing her eyes menacingly.

"Hand over the trident, sweetheart, and I'll tell you all about I."

"Flounder first," Ariel counters, shaking her head. "I've heard all the stories about you, Ursula. Your double crossing."

"Not a good idea when we're involved, just so you know," Sora sternly chimes in.

Ursula lets out a little cackle, obviously amused by the proceedings. "Fine, then," she says with another haughty shrug. "Want him? You got him?"

The sea witch snaps her finger, and suddenly three fish emerge from the wall-mounted shell. Two are slippery green eels, each one with a mismatched pair of yellow and white eyes. Between the two cowers a much plumper fish, yellow with blue stripes. The middle fish is shaking in fear, eyes wide with panic. This must be Flounder, then.

Ariel breathes out a sigh of relief that sounds like it's been held in for days. When the yellow fish spots the girl, he seems to relax just a little bit.

"Wait a minute," Sora says out of nowhere, interrupting the two old friends' moment. "You said Flounder was in the human world. But you had him the whole time!"

"You filthy stinking liar!" Azlyn rages, balling up her fists in rage.

"I knew I couldn't trust you," Ariel practically hisses. "Give Flounder back to me!"

"Trident first!" Ursula snaps, scowling. "I don't wish to be on the receiving end of a double cross any more than you do."

Ariel visibly hesitates, staring down at the trident with wide eyes. She looks up, glancing between her father's symbol and source of power and her scared best friend. Realizing she has no choice, the little mermaid hands the trident over to an all-too eager Ursula.

"You're free to go, guppy," the sea witch informs her captive with a derisive flip of the hand. Flounder swims over into the embrace of his best friend, but Ursula only has eyes for the hardware now in her grasp.

"I guess this is settled, then," Telary declares, his nervous gaze locked on the powerful weapon now in clearly unsuitable hands.

"Some deal this turned out to be," Azlyn remarks, every word practically dripping disdain.

"A bit unsatisfied, are we?" Ursula suddenly cuts in, giving the trio, Ariel, and Flounder a strange and unpleasant look. They all turn back to look at her, noting the insanely creepy smile she's flashing. "Well, I suppose there's something else I could do for you."

"I think you've done enough," Sora growls. He summons the Keyblade to hand now, his innate danger sense ringing warning bells like crazy.

"I did what you asked," Ariel defiantly declares. "No more deals."

"But dear, I can give you your heart's true desire," Ursula explains, her expression becoming more twisted with every word. "You've always wanted to see other worlds, isn't that right? Well, I've got just the world to send you to." The sea witch shifts her grip on the trident, and suddenly it begins to glow with it's brilliant light. "Unfortunately, it's going to be a one-way trip!"

With a snarl, Ursula sends out a blinding blast from the trident's tip. It's headed straight for Ariel, but luckily Sora has been anticipating such an attack. He raises the Keyblade in guard position, his blade absorbing the deadly energy.

Azlyn dives for the sea witch, dodging the remains of the trident's first blast as she rushes in for a headlong tackle. Ursula sees her coming and shoots off another blast, but Telary is ready for it and erects a magical barrier around his counterpart. The blast deflects, slamming into the two eels floating nearby. With a strangled scream, they disintegrate completely.

With her attacker so close, Ursula resorts to a physical attack. Raising the trident's haft, she slams the golden weapon into Azlyn's chin. The witch floats higher, an expression of pure rage contorting her features.

"My babies!" she laments, sparing a quick glance for the spot where her minions met their end. Her bloodshot eyes turn to Ariel and the trio, her breathing becoming heavy and labored. With a loud snarl she unleashes another blast, a wide fan of energy to disintegrate all her foes in one fell swoop.

Telary uses another pair of barrier spells for himself and Azlyn, while Sora deflects what he can away from Ariel and Flounder. They're all taken aback though, floating away from the witch and towards the chamber's exit. It's a blessing in disguise, though, as it gives them all a chance to turn tail and swiftly swim back towards the lair's exit.

"She sure knows how to use that thing," Telary comments, breathing heavily from his repeated use of powerful and mostly unfamiliar magic.

"This is all my fault," Ariel declares, shaking her head. "If I hadn't…"

"No, Ariel," Flounder interrupts in a nasally voice. "I'm the one who let myself get captured like a stupid little guppy."

"We can figure out whose fault it is later," Azlyn says as the group passes through the dead leviathan's mouth and into open water. "Right now, we need to come up with a way to stop Ursula!"

"You know the trident best, Ariel," Sora says, giving the little mermaid a supportive look. "Has your father ever mentioned any of its secrets to you?"

"He doesn't talk about it much," the princess admits, her voice steady despite the approaching danger. They've managed to outmaneuver the sea witch for now, but the steadily approaching golden glow from the leviathan's mouth reminds them that this is far from over. "All he's said is that it's an important symbol of our family's power, and something about royal blood having a connection to…"

Suddenly Ariel pauses, an idea lighting up her eyes. Setting her face in solid determination, she swims for the lair's entrance. Sora and company are startled by the little mermaid's boldness, but figure it must be part of some plan on her part.

Ursula emerges from her lair, holding the shining trident high. Her eyes, still as crazed and bloodshot as ever, spot the approaching Ariel. Her expression turns quickly from rage to wicked glee, and she aims a final blow to Atlantica's princess. The trident begins to blow, building up the deadly energy before…

Ariel holds up one hand, and the glow dies without so much as a cough of power. Ursula gasps, looking down at her weapon in disbelief and consternation. She shakes the trident, trying to cal upon its destructive capabilities. But nothing happens.

"No!" the sea witch rages, taking the trident in both hands and shaking it like she's trying to choke it. "This is impossible! What…?"

"Daddy's always saying that the trident is our family's birthright," Ariel declares, a heroically jaunty grin on her face. "Well, it's time I claimed it!"

The trident suddenly explodes with a golden glow, steam rising from where Ursula's hands grip it. The sea witch cries out in pain, releasing the golden lance from her grasp. It floats through the water like a shot, landing in Ariel's open hand.

"NO!" Ursula goes mad, thrashing about as if her body is going through convulsions. "How can this be? We had a deal, you little…"

"Well, I have a new deal for you," Ariel says, her voice firm and commanding as she lowers the trident's tip to point at Ursula. "You leave me, my family, and the kingdom alone, forever!"

The trident glows once more, a beam flying from its tip to Ursula. The sea witch screams defiantly, but the sound dies as she does. With a single bright flash, she's gone for good.

 **KH-KH-KH**

The group manages to find their way back to the undersea valley, far away from the dark and creepy former lair of the sea witch. With Ursula's death, it seems all her debtors contracts have been rendered null and void. The merpeople she had tricked all returned to their natural forms, and their natural lives.

"I really am sorry, Ariel," Flounder apologizes to his friend. The little fish wears a wholly defeated expression. "I let Ursula trick me, and…"

The little mermaid holds up a hand. "Flounder, it's really alright. What's important is that you're safe and sound." Reaching out with an arm, she pulls her friend close for a hug. "Everything worked out just fine."

"Once you return the trident," Azlyn reminds her. "So, uh, what exactly is gonna happen when your dad finds out what you did?"

Ariel grimaces. "Oh, he's going to ground me for ages. I don't know _when_ I'll…"

"ARIEL!" the familiar voice of Sebastian calls from somewhere above. Obviously the little crab hasn't given up on his search. "WHERE ARE YOU!"

"I can't believe Sebastian is _that_ determined to find me," Ariel remarks bemusedly.

"When he does," Telary adds, "you're probably gonna be in big trouble."

"Yeah, you are _so_ gonna get it," Azlyn chimes in. Then, suddenly an idea strikes the knight. "Of course, he never has to know what really happened. Just say that Ursula took the trident, and you went to get it back, and…"

"Azlyn," Telary says in his best admonishment voice. "Lying is not the way to handle things. I'm sure if Ariel tells her father the truth, he'll understand."

"Besides," the mermaid in question chimes in, "I'm glad I did what I did. It was to save my friend, and I ended up defeating one of Daddy's worst enemies. I may not have made the best decisions lately, but I am proud of what I did to help Flounder."

"I guess honesty really is the best policy," Sora says, grinning.

"Oh _please_!" Azlyn declares with a greatly exaggerated eyeroll. "I swear, you are so wholesome it makes me sick. What 'valuable lesson' are you gonna have us learn next, huh? Look both ways before you cross the street, floss after meals, always pick up after yourself, pay your taxes on time…"

The rest of the group laughs as Azlyn continues to drone on and on.


	17. Important

Footsteps echo along the corridor of Castle Oblivion, loud enough to drown out the creak from the closing doors as Sora and company exit their illusory memory world and return to reality. Riku, the steps' source, doesn't even turn his head.

"Riku!" Sora cries out, rushing forward. Azlyn and Telary follow him, both of them wary of what the silver-haired boy might do.

Finally, Riku seems to acknowledge the presence of others. He stops in his tracks, barely turning his head towards Sora. "Can't you take a hint?" he asks with clear disdain. "I told you to go home, Sora. Leave Naminé to me."

"I won't," Sora defiantly declares, clenching his fists angrily. "I'm going to save Naminé. And I'm starting to realize that I'll have to rescue you, too."

"Ha!" Riku turns to face his old friend, a sneer twisting his lips. " _You_ rescue _me_? Even if that weren't the most absurd idea I've ever heard, I don't recall asking for your help."

"You should be grateful he's even offering it, you dick," Azlyn snarls, drawing out her shield. Telary's hand on her shoulder stops the knight from advancing any more, but only just.

"Azlyn, calm down," Sora admonishes his friend. There's a bite to his voice that's not usually present, enough to get Azlyn to do as he says. "Riku, it's not just about you and me, right? Think about Kairi. She wants you to come home too, just like I…"

"How dare you bring _her_ into this," Riku practically spits, taking a step closer to the Keybearer. He points a finger at the boy's chest and declares, "You don't care about her, or me, nearly as much as you claim to."

"That isn't true!" Sora protests. How could Riku say that? Doesn't he remember all Sora has done for Kairi? After all, it had been because of Kairi that Sora had… Done something. A dull ache throbs suddenly in the Keybearer's chest, but beyond that Sora can't remember what exactly he had sacrificed for Kairi's safety.

"Oh, isn't it?" Riku shakes his head, eyes boring directly into Sora. "Then tell me, why didn't you do as I asked? Back at Kingdom Hearts, when we closed the door, I told you to go with Kairi, to take care of her. But you _didn't_."

It's suddenly hard for Sora to breathe, his throat choking up of its own accord. A sense of overwhelming terror sweeps across his body, cold and poisonous. It's like a living nightmare, one he's trapped in for real. He had broken his promise, hadn't he?

"Give up, Sora," Riku continues, expression hard as tempered steel. "Go back home to the islands, and just leave this to me."

"It, it isn't j-just Kairi though," Sora stammers, fighting through the strange feeling that has infected him. "We've got other friends there too, right? Remember them? Don't you…?"

"I've already forgotten those losers, Sora," Riku says. "Ages ago, thank goodness. They were nothing to me."

"How can you say that!" Sora practically screams, the Keyblade appearing in his hand with a brighter, fuller burst of light than usual. In the back of his mind, the Keybearer awaits a word from Azlyn or Telary, telling him to calm down. None come, but he's too focused on the old friend in front of him to worry about that.

"This castle isn't the curse it's made out to be," the silver-haired boy says, his lips drawing back over his teeth in a pleased smile. "After a while, the effects of it start to become kind of nice. All those stupid, useless memories you don't need fade out. Good riddance to them, I say. I know what's really important now, more than I ever did before. Naminé. If she's safe, if I can protect her, then that's all that matters."

Sora watches his oldest, best friend with a neutral expression, somehow totally calm and serene. In his mind's eye, the boy pictures the old sparring matches the two used to have, fighting to resolve one matter or another. Most had just been for fun, playful matches. But on occasion, they'd erupt into something much more focused, serious. Riku had won more often than not, but every once in a while, Sora could slip in a win.

Maybe this will be one of those times.

"Besides," Riku continues dismissively, "how much do _you_ remember about the others, hm? It was always just the three of us. No one else could…"

"Hey, Riku," Sora interrupts, his voice quiet but so steady and determined that the silver-haired youth immediately shuts up. "I think you're wrong. I think you've forgotten a lot of stuff. _Important_ stuff."

"And?"

"I think it's time I jogged your memory." With a loud bellow, Sora leaps forward, swinging the Keyblade down at Riku's head.

The other Destiny Islander just smirks, summoning the Soul Eater to his hand. He raises the red sword almost lazily, easily blocking Sora's attack. Their blades slide off each other, and each boy takes a few steps back.

Riku charges back in first, going in low for an upward thrust that Sora can only back away from. But the Keybearer gets his revenge with a horizontal swing, catching his friend hard enough in the shoulder to send him tumbling to the ground.

But the tumble turns into a roll, and once he's on his feet Riku is charging again. For a split second, in the back of his mind, Sora wonders why Azlyn and Telary aren't doing anything yet. But he doesn't have long to wonder, as he somewhat sloppily raises his blade to block. Blade meets blade again, but Riku isn't interested in a strength contest. With his free hand, the silver-haired youth jabs a punch at Sora's stomach. It lands hard, winding Sora and forcing him to take a few steps back.

Two sword swings follow, high and low. Sora counters, but he's been forced into a disadvantageous backpedal. All he can do is block, hoping for an opening. Or maybe he can simply _make_ one. As Riku readies his next swing, Sora makes a fake lunge at his opponent's midsection. The silver-haired youth counters with the slightest downward twitch to defend his middle, just as Sora's real attack moves in to hit high.

Riku grunts in anger and pain, stumbling backwards. Sora presses his advantage, going after Riku the same way his old friend had done to him. His two-handed strikes pack more punch than Riku's favored single-hand style, though. One particularly hard swing sends the Soul Eater nearly down to the floor, then another knocks Riku right across the middle.

Coughing and gasping in pain, the silver-haired youth falls to one knee. Sora steps closer, some small part of him demanding that he take advantage of this opportunity. But the Keybearer stops himself. Riku is his friend, even after all this. He deserves a chance.

"That remind you of anything, Riku?" Sora asks, his voice low but steady. He holds the Keyblade diagonal across his body, prepared for any sudden movements his opponent might make.

Riku just shakes his head, still staring resolutely at the white floor. "It's too bad, Sora," he replies, his breathing slowly regaining a steady rhythm, "but nothing's coming back to me." Stabbing his sword into the floor, Riku uses it as an aid to return to his feet. He finally looks up at his old friend, though nothing friendly shows in his eyes. "You might have to try hitting a little harder."

Frustrated, Sora drops his guard. "C'mon, Riku," he practically pleads. "This is stupid. We shouldn't be doing this to each other, we've got to help Naminé! Together we can…"

"Oh, jeez," Riku scoffs, rolling his eyes. "That's always your little shtick, isn't it Sora? 'Oh, let's just all work together and hold hands, blah, blah, blah'. Always trying to worm your way into people's hearts. Well I'm sick of it. I'm sick of _you_!"

With those last parting words, Riku turns tail and runs up the stairs to the next floor, the tail of his white coat flapping behind him.

Sora dismisses the Keyblade, though his fist only clenches harder together. "No," the Keybearer declares with fierce determination. "No, I won't let you push me away like this Riku!" With a loud grunt of frustration, Sora runs after his friend.

 **KH-KH-KH**

The girl in white turns away from the crystal sphere, too disgusted to watch any more. After the terrible thing she's just done… She looks down at the art supplies spread out on the table before her, but no inspiration strikes. Only a profound sadness.

"I can see why you'd feel that way," the smooth voice of Axel suddenly declares. The redheaded Organization member approaches her, and she watches from the corner of her eye. "Must just kill you, seeing your old friends fighting like this. And all because of you. And that's not even the worst thing you've done. Does it hurt, Naminé?"

The blonde girl sighs. Nothing else seems able to come out at the moment.

"I can only imagine it does," Axel continues, his voice still infuriatingly smug. "And for that, Naminé, you have my deepest sympathies. Right from the heart."

Naminé finally looks up, glaring at her captor with a fierce gaze. He just looks amused by it, though that's hardly surprising.

"I wouldn't get too caught up in all of it, though." He crouches down next to her, the pair facing each other eye-to-eye. "After all, it's just a waste of time. Nobodies like us, we can never really hope to be actual Somebodies."

He sounds sad, and Naminé can hardly disagree with him. Things have spiraled so far out of control, it's almost impossible to know where it will all lead. The blonde girl knows quite firmly where she _doesn't_ want it to lead.

But, as always, the choice is out of her hands.

 **KH-KH-KH**

Once again, Castle Oblivion's next floor yields no sign of Riku. Sora sighs, slumping against the pedestal of a flowery decoration. Will his old friend ever stop running away? Can they ever just have a simple, real conversation? Is that so much to ask?

Speaking of friends, Azlyn and Telary are just now arriving on the floor. Both look strange, a little out of it.

"Gone again, huh?" Telary remarks. He's squinting a bit, his face scrunched uncomfortably. "That's, uh, too bad."

Sora frowns. "That's too bad" is so far from the Telary thing to say in this situation that it immediately triggers a red flag in the Keybearer's brain. And just what were these two doing while he was fighting against his best friend? Alone?

"Sorry," the wizard apologizes, obviously catching the context of Sora's thoughts from his look. "I just… I don't know, I feel kinda dizzy. Like I'm losing my balance, or something."

"I kinda feel the same," Azlyn says, looking unusually dour and subdued. "Maybe Riku's turned his aura of being a dick into some kind of spell, hm?"

"I just don't know why he's acting like this!" Sora rages, running a hand over his face. "We both want to help Naminé, for her to be safe. It makes no sense for us to fight, but we are!"

"Didn't you used to have fights when you were growing up?" Azlyn asks. Telary still seems to be recovering from… Whatever."

"We bumped heads in the past," the Keybearer admits. "Big time, during that whole thing over… Over something. Or someone? The Keyblade, that was it right?" He shakes his head. The reasons are probably unimportant anyway. "But that's just something that happens when you're so close, I thought. Now, though…"

"You just have to have faith, Sora," Telary says comfortingly, his A-game returning just the slightest bit. "You and Riku have always been inseparable, right? You two and, um… Who was it again?"

A spike of pain akin to the claw of a Heartless stabs right into the wizard's brain at that moment. An image accompanies the sensation briefly, of a girl with red hair like his own. It lasts but a moment before fading out, leaving only a hazy impression behind.

"This is just awful," Jiminy comments, his head poking out from Tel's pocket. "Our memories are going all to pieces! We'd better get a move on, before they fade much more." The chronicler turns to Sora. "I'm sure you and Riku can work it out."

The Keybearer nods, resolute. "You're right, Jiminy. That's what friends do, after all. And there never were any friends closer than the three of us. We were inseparable. Me, and Riku… And Naminé!"

 **Oop, shit is really hitting the fan, isn't it? Not much to say here, other than shoutouts to Bezerker21 and Media Master 263. Your feedback is, as always, hugely appreciated. Until next time!**


	18. Pirates

A ship, that's all that's needed here. A simple effort, comforting after weaving so many complex worlds wholecloth. Her brown pencil isn't going to be thanking her, but that's the price you pay.

Neverland

"Okay," Sora exclaims with more than a smidge of exasperation, "where are we now?"

The general answer is, in a big wooden room. It somewhat resembles the atrium of a rustic hunting lodge. A ladder leads up to the next level, the beginning of a hallway just barely visible to the group.

Telary looks down, frowning. "Well, the floor feels kind of unsteady. I think we're moving."

"I think we're _rocking_ ," Azlyn declares, stomping her foot down a few times. "In fact, I'm thinking we're on some kind of boat."

"A boat?" Sora exclaims.

"Probably more like a ship," Telary posits. "You know, 'cause it's bigger."

"Oh, okay," Sora says, nodding like he understands. "A _ship_? How the heck did we get on one of those? Especially if it's in the middle of the ocean?"

"Maybe we can find somebody to ask," Telary suggests. Cupping his hands over his mouth, the wizard lets out an inquisitive cry of, "Is anyone out there?"

"Hello!" Azlyn adds, her bellow louder and probably more noticeable than that of her counterpart. "Anybody here from the 'weird ship' tourism department?"

The trio wait a moment in silence, but no reply seems forthcoming. Just as Sora's about to suggest they're all eating dinner, footsteps begin to approach.

"Oh, good," Telary comments. "Here comes somebody now. Now we can…"

"I don't think this is gonna be a friendly conversation, Tel," Sora interrupts, summoning the Keyblade and dropping into his fighting stance.

A group of Heartless open a door at the room's other end, filing out into the larger area. Each wears a bandanna around their heads, baggy-looking pants on their legs, and wields a rather large sword.

"I guess this ain't no pleasure cruise," Azlyn remarks as she draws her shield off her back. She hurls it forward, smacking into the lead Heartless and sending it bumbling backwards into two of its fellows.

The rest of the Pirates sidestep the sudden drama, a trio of Heartless charging at the heroes with their weapons held high. Blades clash against one another with dramatic clangs, setting the stage for combat.

Sora pushes his opponent off, then goes in for a low swipe at its legs. The Heartless is quicker than anticipated, though, easily turning its sword to block the attack. It's head thrusts offensively forward, leaving Sora only seconds to duck out of its way.

Azlyn, meanwhile, holds her shield up steadily as her opponent pounds away. Letting the attack last long enough for the creature to get a rhythm going steady, she suddenly thrusts upward against the next blow, sending the Pirate off balance. With a triumphant smirk, she swipes her shield across its torso in a killing blow.

Telary shoots out his customary fireball, only for the Heartless he's facing to raise its sword and deflect the magic projectile. It swings for the wizard's torso, and he barely knocks the blow aside with a sweep of his staff. Grunting, Tel sends a two handed swing into the creature's face, then calls down a single lightning bolt to fry it where it stands.

Sora dodges a vertical swing, then stabs straight through his opponent's torso. By now the other three Heartless have sorted themselves, charging in to continue the battle. The Keybearer blocks the swings of two of them at once, giving Azlyn and opening to duck in and knock the stuffing out of them. The third Pirate misses its swing a Telary, embedding its sword in a pole and leaving an easy target for the wizard to incinerate.

"Hmph," Azlyn sniffs disdainfully. "Some welcoming committee _that_ was, huh?"

"Do you think the Heartless attacked everyone on the ship?" Telary asks, fighting to maintain poise in the face of overwhelming nerves. "Maybe we should just find a way out of here before…"

Sora's hand suddenly springs up, accompanied by a fervent shushing. The wizard clams up, and a small noise can be heard. It's light and breezy, like the tinkling of tiny bells. The trio are rubbernecking around in search of its source when a small, bright yellow light approaches them in midair.

"Oh!" Sora exclaims, a bit taken aback by the sudden visitor. "Uh, what's going on? Did I hit my head during that fight, or…"

"No, I see it too," Telary confirms. He squints more closely at it, only to realize something. "Oh, my! It's a girl! A tiny little girl!"

The glow dies down, revealing a young blonde woman less than a foot tall, hovering in the air on nearly transparent wings. She wears a green dress, cut perhaps just a bit too short, and her hair is styled very similarly to Azlyn's.

"Just when you think you've seen everything," Azlyn sighs. "I like the haircut though."

"Um, hi there," Sora greets the tiny lady. She bounces around a bit in what he guesses is her reply, making the same tiny tinkling noises with every movement. Confused, Sora turns to Telary. "Do you think that was her way of saying hello?"

The wizard shrugs, then leans in close to the small lady. "Uh, hi there. You seem to know your way around here, is that right?"

The little woman nods her head sharply.

"Good," Tel continues. "Because, um, we're kinda lost, you see. And we were just wondering, if maybe it isn't too much trouble, if you could sorta, um, show us the way out of here?"

The small woman lights up, bits of golden dust flowing off of her body. With a sweeping "follow me" gesture, she leads the group on. They follow after her, easily keeping track of the golden glow she surrounds herself with.

The chase goes on quite a bit longer than they would have thought. They pass through multiple rooms and corridors, rather more than one might think could possibly belong on a single vessel. Stranger, and more eerie, than that however, is the complete lack of another person. It seems their earlier theory about this being a ghost ship may just be correct.

"I'm starting to not like this," Azlyn whispers to the boys as they pass through yet another empty room. "What if this tiny lady is leading us into some kind of trap?"

"Yeah, sure," Sora replies, not sounding quite convinced. "Maybe we'll be the main course at some kind of cannibal fairy holiday feast?"

"Now, Sora, there's no need for that tone," Telary admonishes the Keybearer. "But, to be honest I don't think this is a trap. Call it a gut instinct."

"Which I'm sure the pixie people-eaters are gonna find real tasty," Sora quips. He looks away from the others, only to find himself face to face with their guide. And she does _not_ look happy. "Um, uh, hi there!"

"Okay, Blondie," Azlyn declares, shouldering the Keybearer aside. "Time to fess up. You leadin' us into some kind of ambush? Cause if you're not, then honestly I think you've proven yourself pretty useless."

Incensed, the fairy rears her leg back for a kick. Azlyn just barely moves her head in time to avoid it, all the while regarding the tiny woman with a slightly awed expression.

"I think you might've riled her up a little bit," Sora comments, holding up his hands and taking a step back from the two blondes.

"What're you doin', Tink?"

Sora, Azlyn, and Telary all jump, looking around the room for the source of the strange voice. Their attention is caught when a young boy, maybe twelve but definitely no older, descends from the ceiling. He's dressed in green tights and a matching tunic, with a jaunty little hat atop his head. Most notable, though, is the fact that he's flying through the air without apparent assistance.

"You were supposed to be scouting," the boy continues, his lower lip jutting out petulantly. "Now here you've gone and led the pirates right to us!" A hand flicks to the boy's waist, pulling a small dagger from a sheathe there. Scowling, he points the blade right at the trio.

"We aren't pirates!" Sora yells, holding his hands up defensively.

"You think I've never heard that one before!" The boy unleashes a haughty laugh, still laser-focused on his enemies. "If you try anything, it'll be the worse for you!"

"Oh, bring it on Floaty!" Azlyn yells right back, drawing her shield.

"Azlyn…" Telary attempts to caution his counterpart.

"Give it a rest, Tel," she barks right back. "The day I back down from some flying tween in tights, is the day I might as well just give up my shield forever!"

Telary sighs, giving the flying boy a pleading looks. "You'll have to excuse her. She isn't normally like… Well, okay, she is, but…"

Suddenly, the tiny woman from before darts across the standoff lines. She stops by the tights-wearing boy's ear, chattering some of her indecipherable noises into it with a serious expression.

"Really, Tinker Bell?" he asks, giving the fairy a skeptical look. "You're _sure_?" Tinker Bell nods once, firmly. That's apparently enough, because the boy stands down. "Okay, I guess I can believe you're not pirates."

"Good, because we aren't," Sora affirms.

"After all, pirates wouldn't get lost on their own ship," the boy continues. "And there's the fact that you're all dressed so funny…"

"We get it," Azlyn interrupts, glaring intensely.

"My name's Peter Pan, by the way," the flying boy introduces himself, floating up to the group with a wide, proud smile on his face.

"I'm Sora, and these are Azlyn and Telary," Sora replies, gesturing to his companions. "So, this _is_ a pirate ship, huh?"

"Sure is," Peter agrees with a nod. "This is the _Jolly Roger_ , home vessel of notorious Captain Hook! And you're trapped inside of it." The boy giggles. "Nice going."

"Oh, like _you_ aren't in the same situation," Azlyn grumbles back, pointing an accusatory finger up at Pan.

Peter just keeps laughing, clutching at his sides. "Are you kidding me? Me, captured by that ol' codfish Hook? Get serious, that'd never happen. _I'm_ here because I want to be."

"You _want_ to be on a pirate ship?" Sora asks.

"All part of my cunning master plan, of course!" Pan declares, puffing up his chest.

"Yeah, right, 'master plan', sure," Azlyn mumbles to herself, rolling her eyes at the ridiculous flying boy.

"Y'see, Hook has my friend Wendy," Peter explains, abruptly becoming considerably less playful. "She's being held somewhere on this ship, and I'm just waiting for the chance to make my move. I expected Hook's usual crew of bumblers, but these new guys he's got are tough customers. I sent out Tinker Bell here to look for a way around 'em." He sighs, eyeing the trio disappointingly. "But all she found was you, I guess."

"Maybe Tinker Bell had something in mind for us, then," Telary posits, looking to the tiny fairy. Her body shakes in what seems to be an affirmative fashion.

"I guess there could be some use for you all," Pan says, though he still sounds a bit skeptical. "If nothing else, you'd be a darn good distraction."

" _Distraction_!" Azlyn practically screams, stomping her foot hard against the deck. "Who are you calling a distraction, huh? Why don't you float down here and say that to my face!"

"Azlyn, calm down!" Telary harshly admonishes his counterpart, placing a hand on her shoulder. After a moment, she begins to relax. A thought suddenly strikes Telary though, so he turns to Peter Pan. "By the way, how _are_ you flying around like that?"

"Pixie dust," Peter replies with a casual shrug, gesturing to Tinker Bell.

"And just to make things even better, he's on drugs!" Azlyn throws up her hands, while behind her the boys shake their heads.

"Look," Sora says, stepping past Azlyn to look sincerely up at Pan, "we'd like to get off this ship too, alright? And we've got some experience dealing with the Heartless. Uh, Hook's new crew. So why don't we work together?"

"Together, hm?" Peter turns his back on the group, ducking his head down to confer with Tinker Bell. About a minute of whispers and small chimes later, they appear to reach a verdict. "Okay, I guess we could team up. I mean, I could easily rescue Wendy by myself, if I wanted to, obviously. But you three look like you would be lost without me, so…" He shrugs. "I guess we've got a deal."

"Oh boy," Azlyn deadpans. "You don't know how happy that makes me."

 **KH-KH-KH**

Even with Peter Pan's guidance, it still takes a while for the small group to navigate Hook's vessel. It really is a bit too enormous to conform to any kind of logic, but somehow even Telary is able to push that to the back of his mind.

"So, this Wendy…" Sora says after a while. "Is she someone special?"

Pan makes a noncommittal noise. "Oh, she's…. Well, she's okay I guess, as girls go."

"That's an interesting way to talk about someone you snuck onto a pirate ship to come save," Azlyn offers with a suggestive waggle of her eyebrows. "You've hit puberty, right?"

"Azlyn!" Telary exclaims, thoroughly scandalized.

"I don't know what that is," Peter replies. "As for the dangerous rescue mission, well… I don't know. It just feels wrong to have Wendy be in danger when she could, uh, be with me. Ya know?"

"Yeah," Sora answers in a small voice. "I sure do."

"Uh, is your friend all right, there?" Telary asks, nervously pointing to Tinker Bell. The little fairy's yellow aura has turned decidedly red, and the expression on her face is _not_ pleased.

Peter shrugs. "Oh, Tink just gets that way when I talk about Wendy. She cools off eventually though."

"When ya talk about Wendy, huh?" Azlyn practically giggles. She gives Tinker Bell a mischievous look. "What's the matter, ya jealous?"

Telary is about to really give his counterpart a lecture on being kind to one's allies, when suddenly Tinker Bell decides she's had enough. With a loud, cacophonous noise that sounds like wind chimes falling down a staircase, the pixie launches herself at Azlyn.

For a few seconds, an extremely odd battle occurs. Azlyn swats desperately at the pixie, who manages to evade the attacks with aerial acrobatics. But the knight's slapping and slashing hands adequately perform their task of creating a wall that Tinker Bell cannot breach.

Peter Pan bursts into raucous laughter, and Telary immediately whirls on the boy with a venomous glare. "What the hell are you doing!" the wizard blurts, frantically waving his arms about. "This isn't funny at all!"

"What are, ha ha, you _talking_ about?" Pan manages to respond through his cackling. "I haven't seen Tink get this riled up in a long time!"

"She's _attacking_ Azlyn!" Telary argues.

Sora suddenly turns, when a sudden harsh banging on the door reaches his ears. The others remain oblivious, too caught up in their own squabbles. A second knock nearly sends the door flying from its frame, spurring Sora into action.

"Guys, _stop_!"

The command achieves its desired effect, all petty fights suddenly ceasing just in time for a blow to splinter the room's door nearly in half. Azlyn, Telary, and Pan draw weapons and effect combat poses, ready for whatever is about to come barging in.

The door explodes off its hinges, sending smaller chips of wood flying. Five Pirates shove their way in through the entrance, their swords all gleaming wickedly. As if that isn't bad enough, the wall beside the door crashes open, a Large Body shouldering its huge body through the newly created gap.

"Well, you wanted a distraction," Sora says as the Keyblade springs into his hand. "Do you think this'll work?"

The Pirates stalk forward, blades swinging in short, quick strokes. They come in slow, and it's child's play for Sora to bat away the first strikes. With his opponent off-balance, it's an easy matter for a quick stab to finish it off. But another one is right there, with a slightly stronger, faster swing. The Keybearer barely manages to hold it off.

Azlyn simply sidesteps her opponent, swinging her shield in at its flank. The blow's impact rattles the creature, sending it stumbling a few steps away. A perfect spot, it just so happens, for Peter Pan to quickly run it through with his knife.

Telary fries a Pirate, but his next spell just harmlessly disperses across the Large Body's invulnerable belly. The Heartless lumbers forward, its arms swinging away at the wizard. Tel goes to backpedal, only to realize that there's nowhere to pedal _to_.

But once again Peter Pan manages to save the day, swooping down on the creature's back and plunging his dagger into the vulnerable flesh.

Azlyn pushes a Pirate's blade off her shield, stepping forward to take another swing. She hears a footsteps approaching beside her, but thinks nothing of it as she ends her opponent. When she finally gets the chance to turn, the knight is shocked to see Tinker Bell, viciously hovering around the face of a Heartless, apparently just as much nuisance to the dark creature as she was to Azlyn. Smiling just a little, Azlyn goes in for the kill.

One last Pirate confronts Sora, but it's easily slashed horizontally into nonexistence. All enemies down, the group gathers together once again.

"I guess Tink really wasn't exaggerating when she said you guys were good," Peter says, nodding at the trio, impressed.

"Well, you came in handy too," Sora replies, grinning ear to ear. He holds out his hand. "Good to have you with us!"

Pan just gives the offered hand a perplexed look, his head tilted to one side. After a moment, Sora retracts his arm.

"Well, we still haven't found Wendy yet," Peter remarks with his usual impoliteness. "We must've searched the whole ship by now!"

"There's another deck," Telary points out, literally. Looking up, the group sees a ladder hanging from the ceiling, covering a closed trapdoor.

Peter flies up to dislodge the latter and push up the trapdoor, floating through the small entrance to the next deck up. Sora, Azlyn, and Telary are forced to do it the old fashioned way, emerging just in time to see Pan banging desperately on a door.

"Are you in there Wendy?" the boy demands.

"Peter?" replies a quiet, accented voice. "Peter Pan, is that you?"

"Sure is!" Peter looks over the moon, grasping at the door's handle. He turns it once to no avail, then makes a second attempt with all his might. "It's locked!"

"No problem," Sora assures him. All it takes is one simple tap from the Keyblade, and the door opens up easily.

A young woman stands inside the room. She looks to be about the same age as Peter, so a little younger than Sora's group. She wears a long blue dress with an unusually high waistline, and her hair is done up in curls.

"Oh, you came for me Peter!" Wendy exclaims, rushing up to give Pan a hug. He looks shocked, awkwardly patting her back in return. Tinker Bell has gone red again, kicking viciously at the air.

"Uh, of course I did," Peter replies, gently extracting himself from Wendy's arms. His face looks almost as red as Tinker Bell. He coughs once, awkward. "Sorry it took so long, but my assistants and I are here to save you!"

"Assistants?" Azlyn grumbles, shaking her head. Sora looks rather miffed too, but as usual Telary isn't bothered by the description.

"C'mon, let's get you out of here," Pan says as he takes Wendy's hand. "We've still got so much of Neverland left to see!"

Frowning, Wendy pulls her hand away. "Oh, Peter," she says, shaking her head. "I… I'm afraid there's something I must tell you. I… Well, I want to go home. Back to London."

Peter's face falls, his eyes narrowing in confusion. "But, why would you wanna do that? London's just some boring old city! This is _Neverland_ , Wendy! You can stay here forever, and still be a kid! We'll have all kinds of adventures, and…"

"That's just it, Peter," Wendy interrupts, holding up a hand. "All this trouble with these pirates, and what happened with the mermaids, and…" She shakes her head again, struggling to say her next few words. "I'd like to go home. To see my family again."

"Your family?" Peter repeats, like the word is foreign to him. "But, if you go back, then you'll grow up. I'll never see you again! _You'll_ never see _me_!"

"Peter, please, you've just got to understand…!"

"I understand _plenty_!" Peter declares, his eyes becoming hard and cold. He turns away from Wendy, hovering up into the air. "Suit yourself, Wendy. And hey, while you're at it, why don't you just go and _rescue_ yourself too!"

Without another word, Peter Pan flies straight out of the room, never stopping to look back. Wendy watches him go, crestfallen, as tears begin to fill her eyes.

"Why that no good _jerk_!" Azlyn roars. "Who does he think he is, talking to you like that? It's a good thing he left, because if I could get my hands on him…!"

"Not now, Azlyn," Telary admonishes his counterpart, kneeling beside the distraught Wendy.

"It's okay," Sora assures the girl. Despite the moisture blurring her eyes, Wendy has not yet actually released any tears. She must be hardier than she seems. "Don't let Peter get to you, he's a jerk."

"He's just not used to people," Wendy defends. "I think he's been alone for a long time, and…"

"Look, not to be all insensitive or whatever, but Pan ain't the issue right now," Azlyn interrupts. "We still need to get outta this ship, and the best way to do that is probably to get to the main deck. Outside."

"Do you have any idea how we might get there?" Telary gently asks Wendy.

She nods, quickly collecting herself. "Oh, yes I think I remember. There's a room above here, just through that trapdoor." She points upward, where a flap does indeed wait. It's a bit out of reach, though.

"There's gotta be another way up there," Sora says, frowning. "Maybe a ladder in another room?"

"There are still a lot of places we haven't searched yet on this level," Telary agrees. He frowns, looking at Wendy. "Um, things might get a little dangerous if we go up top. Do you, uh, mind staying here for the time being?"

The girl nods. It seems she's fully regained her composure now, a good sign indeed. "I should be alright. I certainly wouldn't want to get in your way."

"You might wanna find some way to block the door," Azlyn advises. "And don't open it for anyone, you got that? Especially if that lowlife Pan comes sniffing around again. You're better off without that guy."

The trio leave the room, set on examining the rest of the deck for a way upwards. The first few places they search are completely empty, nothing but cloth hammocks hanging from the walls. Considering how devoid of life the ship has proven, it all seems rather unsettling. But after a few minutes they find a room with a ladder lying just beneath the ceiling. Without Peter's flight to aid them, they're forced to awkwardly climb on each other just to reach it.

Their upwards journey leads them into a large, well-appointed room. Windows run along three walls, giving them their first glorious view of the world outside the _Jolly Roger_ in hours. It's night, and almost nothing can be seen but calm waters, but it's still a welcome sight.

"This is fancy," Azlyn comments, taking in the red carpet, four-poster bed, and even a baby grand piano.

"Probably the captain's quarters," Telary remarks. His face suddenly lights up, walking forward quickly to a door set in the wall. "Hey, this might be the way out!"

He leads the way through, out into the fresh, salty sea air. They stand on the deck of a massive galleon, stretching at least a few hundred feet forward. Above is a mass of rigging and sails, gently waving in the night breeze but providing no forward motion. They must currently be anchored.

"Finally, some fresh air!" Sora exclaims, taking a great big sniff. The others join him, contentedly enjoying the freedom after being stuck inside the ship's wooden belly.

"Aha!" a voice suddenly cries out behind the group. They whirl to see a man standing a few feet away, on the quarterdeck above. He's an older gentleman, with curly hair and a mustache like two hands on a grandfather clock. He's dressed all in red, including his large feathered hat. One hand rests on a sheathed sword, and poking out of his other sleeve is only a gleaming silver hook. "There you are, you scallywags!"

"Uh, yeah," Sora replies, rather confused. He looks to Azlyn and Telary for some help, but they just shrug at him, evidently as lost as the Keybearer. "Her we are!"

"You're the three who've been messing about on my vessel!" the man in red roars. "Blasted children, always causing me headaches! Friends of Peter Pan too, I'd wager."

" _Friends_?" Azlyn snorts, quickly collapsing into raucous laughter. "With that jerkwad? No way, dude!"

"He _was_ kind of a blockhead, wasn't he?" Sora agrees. "The way he just ditched Wendy like that? If that's how Peter treats his friends, then I'm really glad to _not_ be one!"

"I'm not much for name-calling," Telary says moderately, "but I have to agree with your assessment. Just a really unpleasant kid. I blame the parents, personally. Letting him fly around without adult supervision?"

"Right?" Azlyn concurs. "I mean, there's free-range parenting, and _then_ there's…"

"ENOUGH!"

The loud shout is enough to pull Sora, Azlyn, and Telary out of their discussion. They all focus once again on the red-garbed man, presumably Captain Hook. He's looking at them with an expression of pure, unbridled fury.

"How dare you ignore me, on my own ship no less!" Hook rants, waving his arms about like a madman. "Insolent brats, the lot of you! That alone is enough to suggest that you're in cahoots with Pan!"

"Fine, whatever," Sora declares, rolling his eyes. "But, either way, you're gonna let us off this boat! Wendy too!"

"Oh?" the captain replies, suddenly looking smug. "I'm afraid that won't be happening, lad. Seems Hook's one step ahead of you lot, after all!"

Waving his hook to the right, the red-garbed pirate directs the trio's attention to where Wendy is standing at the end of a long wooden plank, suspended over the ocean. A Pirate Heartless stands behind her, prodding at her back with its sword.

"Wendy!" Sora and Telary exclaim simultaneously.

Azlyn just looks puzzled. "Um, how long have you been standing there without us noticing?"

"Any trouble from the likes of you, and Wendy goes swimming with the sharks!" Hook throws his head back, laughing maniacally. It'd almost be impressive if the trio hadn't seen it a hundred times before, from much more dangerous opponents.

"You wouldn't!" Sora yells, summoning the Keyblade to his hand.

"Believe me, I'd rather not," Hook says, and it's hard to tell if the pirate is being serious or not. "But, this girl has proven quite useful for drawing out that blasted Peter Pan! He'll come running into my trap in no time!"

"You know me too well, ya old codfish!"

Peter Pan descends from above, Tinker Bell floating beside him. The Pirate Heartless reacts quickly, moving forward to prod Wendy into the drink. But Pan is too fast, knocking away the Heartless's blade and skewering it in rapid succession.

"Peter, you came back!" Wendy cries out joyously. "I simply knew you would!"

"Oh, do _not_ give him credit for this!" Azlyn rages.

Hook looks just as incensed as the knight, drawing his thin rapier from its scabbard. "Blast you, Peter Pan! This is the last time you'll make a fool out of me!"

The pirate charges forward, but even at top speed he's too slow. Pan quickly gathers Wendy up in his arms, flying them both to safety. Hook barely has time to stop his charge, right on the plank's edge. After a few seconds of wobbling, the one-handed man regains his balance. He turns back to the ship, a scowl on his face.

Peter just laughs, gently placing Wendy back on the deck. "Honestly, Hook, you and I both know that isn't true."

"I'll skewer you yet!" With another high-pitched battle cry, Hook goes into another charge, blade swinging.

Pan rises to meet him, clashing his short dagger against the pirate's longsword. For a few seconds the pair seems evenly matched in swordsmanship, using quick swings and lunges to perfectly counter every mood made against them. The others on deck watch, fascinated by the battle's fast-paced rhythm.

But, no matter how skilled in swordplay, an opponent who can fly just has an advantage no stationary man can match. Peter zips upwards, causing Hook to straight up miss with a perfectly good stab. Pan exploits the opening for all it's worth, zipping around the captain and jabbing him in the flank. Hook yelps in pain, leaping almost a full foot into the air.

"Oooooh, blast you Peter Pan!" Hook yelps, rubbing gingerly at his sore bottom. The cloth of his clothes had absorbed most of the blow, but it still stings plenty!

The battle is renewed, but now Hook is advancing closer to the ship's edge, and the water below. Pan does his best to keep the captain from paying attention to where he's going. It's a sound tactic, and soon Hook is pulling the same "lunge and miss" maneuver he'd tried earlier. It doesn't go any better for him this time.

With a yelp, Captain Hook leaps right over the edge of the deck. For a long moment he simply floats midair, rubbing his rump. It's only when he realizes his predicament that he drops like a stone towards the calm waters below. Hook screams all the way down, only stopping when he splashes into the drink.

"See ya late, Hook!" Peter giggles, giving his foe a sardonic wave.

"You sure you got him?" Sora asks cautiously. "He might just try and climb back up."

"No," Pan says with a smug grin. "I don't think he will."

A faint ticking can all of the suddenly be heard. Abruptly another column of water splashes up, revealing the toothy maw of a green crocodile. It licks its lips with a comically long tongue, eyeing Hook up like a steak dinner. Hook's eyes go wide, and he leaps out of the water with a terrified yelp. His legs moves back and forth aimlessly for a moment, before finding purchase of the surface of the waves. Screeching, the pirate takes off into the horizon, crocodile fast on his tail.

"I'm sure there's a perfectly good explanation for that," Azlyn declares with an exasperated sigh. "But honestly, at this point I really don't care!"

"Yeah, this whole 'adventure' is getting kind of exhausting," Telary agrees.

"I guess we owe you one, Peter," Sora says to the flying boy, though he has to force the words out a little.

Pan just shrugs. "Eh. At first I thought I'd just let you guys deal with it, but…" For the first time ever, the flying boy looks apologetic. "Well, I couldn't just sit back and do nothing. That wouldn't have been right."

"Once again, not sure I can completely forgive the ditching," Azlyn grumbles.

But Peter hardly seems concerned with her opinion, as he turns to Wendy. "So, uh, did you change your mind about London?"

"No, I haven't," Wendy replies. She reaches out, grabbing Peter's arm with both hands. "It's not that I didn't have a wonderful time with you here, before the pirates I mean, but…" She sighs, shaking her head sadly. "I want to see my family again. Please understand?"

"I'm trying to," Peter says. He pulls away, even turning his back on Wendy. "But, I guess it's just hard for a guy like me. Once you grow up, you'll forget all about what it was like to be a kid." He turns to her, tears in his eyes. "And then, you'll forget about me too."

Wendy gasps, shaking her head. "No, Peter. That's absurd, I could _never…_ "

"But you will forget!" Peter argues. "Grownups always do. Little by little, you'll lose one memory after another. Until I'm just some strange dream you half-remember."

"Hey, don't say that!" Sora steps in, giving Pan a stern look. "Sure, memories fade sometimes. Even important memories don't always come back right when we want them to. But they don't get lost, or die. It's more like, they're sleeping. Until something comes along to wake them up. Then, it's like they're all new again! If a memory is engraved on your heart, it never goes away. I'm sure of that!"

"As am I!" Wendy agrees. "Peter, it's just like flying, isn't it? All you have to do is believe, and it can be true."

"I… I never thought of it that way," Peter says, suddenly thoughtful. A grin lights up his face, and he turns to look at Wendy. "Most grownups aren't able to see me, but… But I think you're different Wendy. I believe that with all my heart!" The boy reaches out, gathering Wendy up in his arms and taking to the air. "C'mon, Wendy! Let's get you back home."

"Oh, Peter!" Hugging tightly to Pan's chest, Wendy lets herself be carried back up into the sky. The pair fly high, up to the second star to the right, and straight on 'til morning.

Tinker Bell, hovering next to Azlyn, starts going red again.

"Oh, calm down," she says, rolling her eyes at the distraught fairy. "She's outta here, little lady. Peter's all yours."

That certainly perks up the pouty pixie. Her usual golden hue restored, Tinker Bell flies after Pan and Wendy.

"I'm glad he came back to help us out," Sora says as the trio watch their Neverland friends fly higher into the night sky, nothing but dark spots against the bright moon. "That being said, he was kind of a dick."

Azlyn snorts. "Ya got that right."

"Totally," Telary agrees. Suddenly concerned, he looks around, focused mostly on the seemingly endless stretch of water surrounding their boat. "Uh, so… How are we supposed to get out of here?"


	19. Failure

When the doors open into Castle Oblivion's white halls, Sora, Azlyn, and Telary are all ready to rumble. They walk confidently out into the hallway, eyes peeled for any sign of trouble. But nothing stands before them but an empty corridor. In fact, this part of the castle somehow seems quieter than the rest.

"No Riku, huh?" Sora remarks, looking around once more, just to be sure.

"Maybe he got tired of fighting with you!" Telary suggests, clearly trying to boost positivity. It doesn't quite seem to work.

"More like 'tired of getting his ass kicked', eh?" Azlyn chimes in with spectacular insensitivity.

"I _hope_ he doesn't want to fight anymore," Sora says, shaking his head. "I really do."

 **KH-KH-KH**

Up in the observation room, Axel and Larxene are ignoring their crystal ball. Instead, the pair's judgmental gazes fall on Vexen.

"What happened to your little plaything, Vexie?" Larxene inquires with condescending sweetness. "I thought he was supposed to counter Sora, so where the hell did he go? Your toy might not be taking orders anymore."

Vexen's right eye twitches, the rest of him barely holding in his fury. This is clearly a man on the edge.

"Hang on Larx, hang on!" Axel cautions his partner. "Let's give the man some benefit of the doubt here! Maybe Riku's just hiding. Waiting for the opportune moment, you know. Ooh, it could even be part of an elaborate scheme to lure Sora even deeper into the castle!"

"Well, why didn't _I_ think of that?" Larxene shakes her head, smacking a hand against her brow. "My mistake, Vex. After all, I'm just used to thinking of your experiments as clueless instead of clever."

"Hold your tongue!" Vexen yells, clenching his fists so tight the leather of his gloves squeaks loudly. "You know nothing of…!"

"Damn it man, learn to sing a new tune already!" Larxene groans, rolling her eyes. She ends up facing away from the older man, arms crossed over her chest. "It's the same shit every day with you. Hmph, men without hearts are _so_ freakin' boring."

"Oh, as if _you_ have such a heart to speak of?" Vexen counters, taking a threatening step forward. "Once again, you speak of things you cannot understand, you conniving little…"

"Enough, all of you."

Seconds after the new voice floats through the room, its commanding tone putting an end to all argument, a dark portal swirls into existence. Another man in a black coat, hood up, walks forth from it.

"Marluxia," Vexen states, eyeing the newcomer with a slightly more fearful variation of his usual contempt.

Marluxia reaches up to his hood, throwing it back to reveal a face with fine features, complimented by the shoulder-length pink hair surrounding it. He gives the room a cool look, finally settling on Vexen.

"I'd watch your tone, were I you," he cautions the older man. "After all, I am the one who the Superior placed in charge of this castle. And you are simply a man with a failed experiment. I'm rather disappointed."

"Disappointed!" Vexen scoffs, stalking towards Marluxia with a twisted scowl on his face. "You presume far too much, just as you always have! I am number _four_ in this Organization. And no matter what responsibilities the Superior sees fit to give you, you remain only number _eleven_."

Light flashes in Marluxia's hand, fading quickly to reveal a long-handled scythe. Its blade, rose petal pink, curves forward towards the ground, but a large spike at the handle's tip hovers just beyond Vexen's nose. The scientist takes a step back, properly cowed.

"You know as well as anyone that those numbers mean nothing," Marluxia declares, his voice unusually monotone for a man making a threat. "As I said, the Superior placed me in charge of this castle, as well as Naminé." He spares a glance for the girl in white, who cowers before his gaze. Turning back to Vexen, he continues. "Defy me, and by proxy you have defied the entire Organization."

"Ooh, ya don't want to do that, Vexie," Axel chimes in, sounding quite amused by this whole scene.

"Sure as hell don't," Larxene concurs. "Unless I'm mistaken, treason is a _capital_ offense, is it not?"

"You are correct," Marluxia says, lowering his scythe.

Vexen refuses to be cowed, defiantly sticking out his chin. "This is absurd! _You_ are absurd!"

"Be that as it may," the castle's lord says, dismissing his weapon entirely, "I declare your project, and you as well by proxy, to be a failure."

"And here I thought we'd reached the absolute limit on nonsense," Vexen replies. He's going for dismissiveness, but he doesn't quite get there.

"That's quite a black mark, Vexen," Axel chimes in. He's clearly having fun with this. "If this gets back to the Superior…"

"Leave him out of this!" Vexen roars, scowling at the redhead for all he's worth. "If he finds out…"

"Calm yourself, Vexen," Marluxia says, peacefully holding up one hand. "He needn't know anything about this. And he won't." The man's eyes narrow. "On one condition."

Vexen gives the lord of the castle a wary, skeptical look. "Oh? And what might that be?"

"Sora," Marluxia replies simply, calmness never wavering. "Your puppet has failed to best him, which means there is only one way to save face. _You_ must kill Sora. Personally."

"Me?" Vexen repeats, his eyes widening in disbelief. "But, I thought that…"

"Oooh, somebody's scaaaared!" Larxene taunts in a singsong tune.

"Just do it, Vexen," Marluxia repeats, his voice gaining just the slightest bite. "It's the only way."

The scientist scoffs, rolling his eyes at the whole situation. "Very well," he relents, shrugging. "If that is the condition, then I shall fulfill it. I've no idea _why_ you would so suddenly change your mind, but so be it!"

"Good luck," Axel says, offering a less-than-sincere smile as Vexen vanishes in darkness. Once the scientist is gone, he turns to Marluxia. "Well, that was interesting. So, what gives?"

"He'll really do it, or at least try," Larxene remarks. "You gave him no choice."

"None of us has ever had much of a _choice_ , Larxene." Slowly, the lord of Castle Oblivion paces toward Naminé, a contemplative look on his face. "Still, Sora's demise would be an unfortunate denouement."

"That's kind of an understatement, M," Larxene points out.

Marluxia doesn't pay her any mind, instead resting a hand on Naminé's shoulder. The young girl tenses up, inhaling sharply.

"What to do?" Marluxia taunts, shaking his head in mocking sympathy. "Your hero is about to be wiped from existence. Tragic, isn't it?" He leans closer, only freaking Naminé out more. "Especially since that means he won't be able to fulfill that promise he made to you. Isn't that right?"

The girl's head falls forward, her pained expression now hidden beneath golden locks. "R-right. The promise."

 **KH-KH-KH**

Telary's head bobs back and forth, extremely contemplative. After a moment of watching, Azlyn just _has_ to ask what her counterpart is up to.

"Oh, sorry," he sheepishly apologizes. "I was just, er, counting. You know, how many floors we've traveled?"

"Oh," the knight says, nodding. "So, what'd ya get?"

"Ten," Tel replies, shaking his head. "Ten floors worth of memories, all gone."

"Ugh, don't remind me."

"I hadn't thought about it in those terms," Jiminy announces, popping out of Telary's pocket with his usual look of gentle concern. "Y'know, it still ain't too late to turn back. Whaddya say, Sora?"

The Keybearer gives Jiminy a steady look. "Not a chance."

The pure steely determination, and not inconsiderable amount of venom, in his voice halts the entire party in their tracks. This hardly seems like the Sora they know.

"Um, why exactly?" Azlyn asks, a bit more timidly than usual.

"That would mean going back on a promise," Sora explains. "And I don't _ever_ break my promises!"

"This promise," Telary asks, his voice steady and deliberate, "I'm assuming it was made to Naminé, correct?"

"What's with that tone?" Sora snaps, frowning at his older friend. "Yeah, it's a promise I made to Naminé! I told her, a long time ago, that I'd always come back to…" The Keybearer frowns, shaking away what he assumes are lingering cobwebs surrounding once-faded memories. "That I would always protect her, no matter what!"

"How, uh, nice of you!" Azlyn offers.

The Keybearer hardly seems to notice, continuing on. "I had forgotten it, just like everything else, but… But now it's all come back!" Plucking a card from his pocket, the Keybearer marches on to the doors ahead.

"This is too much," Telary whispers, shaking his head. Azlyn shoots him an inquisitive look. Sighing, he explains. "What's with Sora regaining all these memories, huh? But we just keep losing them, with nothing coming back? There is something _seriously_ wrong going on. I can feel it, plain as day."

"Then tell him," Azlyn suggests.

Her counterpart's answer to that is a bitter laugh. "I wish I could. But, you've seen him. He's being his usual self, stubbornly fixated on the goal. Telling him he might be wrong would just start an argument, and I'm not sure yet that I could win it. Convince him something's wrong, I mean."

The knight gives him an even, trusting look. "So, what do we do?"

Tel sighs, his whole body drooping. "I don't know. But, until it seems absolutely necessary, let's just keep this to ourselves, yeah?"

"Like that vase 'Pluto' broke?" Azlyn says with a playful giggle. It's a calming reassurance that not _all_ precious memories are gone yet.

He grins. "Well, technically the king found out about that. But, sort of in the spirit of the event, exactly."

Suddenly, the wizard surges forward to give his friend a hug. For a moment, she's stunned and still. Then, she reaches up and embraces him right back.

"Thank you," Telary says into Azlyn's hair. "If it weren't for you, this place would've driven me insane already."

"Well," Azlyn replies with a giggle. "Technically, if it wasn't for me you wouldn't _be_ here in the first place."

"Shh," the wizard whispers. "Just let this moment happen, okay?"

Not far away, in front of the exit doors, Sora and Jiminy watch their friends.

"What do you suppose _that's_ all about?" the conscience asks.

Sora shrugs, grinning slightly. "Dunno. Maybe they were just inspired by my promise story to, y'know…"

"Um, afraid I _don't_ know," Jiminy admits.

Sora rolls his eyes. "Honestly, Jiminy. I'm not even that smart and I can see it."

"See wh…?" The chronicler's voice slowly tapers off, a thoughtful expression coming over his green face. "Oh. Well, I'll be."

"What are you two staring at?" Azlyn demands, suddenly at the foot of the short staircase. Telary is beside her, head tilted to one side.

"Just waiting for you two slowpokes to catch up," Sora teases, holding up the card in his hand. The doors fly open, a bright light engulfing the group.

 **Things are really heating up, thank goodness! Only one more repeat world, and then it's on to the main event! To be honest, I'll just be glad to be done doing double-chapter uploads...**

 **Anyway, shoutout to Bezerk21, and newcomer to the series OPFan137. I hope you're enjoying the process of discovering my fics, and I swear I'll message you back as soon as I can! Until next time, everybody!**


	20. Hearts

A beautiful, towering castle rises majestically through the air, looming over the peaceful city below… Wait, no, that isn't correct!

The artist puts down her pencil, shaking her head in dismay. This is harder than she thought it would be. So many memories, from so many different sources, all tangle together to weave a thicket of thorny recollections she can hardly sort out.

On the other hand, this is it. All she has to do is focus herself and her talents on this final recreation, and her first task will be complete. What lies beyond is frightening in its own way, and in many respects far _worse_ , but for now all she has to do is give her all to finishing this first part.

So she redraws the castle, the same shape a before but much changed. Where there was beauty she places ugliness, the organic shapes that flowed from one eave to the next become rigid, mechanical. Steam pours upward into a half-dead sky, while all below the castle is obscured in an impenetrable mist.

Finished, the artist looks down at her work with something akin to satisfaction. What was good and pure in memory has been twisted and corrupted to fit the new reality of it. The decrepit world's beauty has turned beastly.

Hollow Bastion

A set of doors at least fifty feet high close behind Sora, Azlyn, and Telary with a loud, dull clap. They're left alone in a large, dark hall. Two curved staircases lead to an upper walkway, an elaborately carved fountain in the middle of them. The fountain's centerpiece, a frightening gargoyle, stares down at the trio as water pours from its mouth.

"I'm getting kind of a bad feeling about this place," Sora says, looking around warily. His companions don't respond for a long minute, and when he turns to look at them they both seem odd.

"I feel something strange about it, too," Telary agrees, sounding more thoughtful than he usually does when frightened. Not a stutter or chattering tooth can be heard. "Like it's just _off_ somehow."

"Or missing something," Azlyn chimes in, also a lot more introspective than normal. "But I totally don't know what it is." She frowns. "Also Sora's right, it's pretty spooky."

"Terrifying," Telary concurs, shivering as he gives the place another once-over. Now _that's_ more like it. "And empty, too. But not a normal empty, like there's just nobody here. Somehow, I can't help but shake the feeling that nobody's here because they all decided it would be best to be anywhere else."

Voices suddenly echo down from above, a corridor that leads into the upper level. A man and a woman no doubt. But something in the man's voice sounds _off_ , too deep and guttural to be natural. Both sound quite argumentative.

"Well, there's _somebody_ else in here with us," Sora concludes, sounding quite unsure of whether or not that's a good thing. "And they're coming closer!"

"We shouldn't get involved in this I think," Telary suggests. "C'mon, we'll hide over by these statues."

The other two jump on his command, the trio taking refuge behind a cluster of quite frightening sculptures and stone bas-reliefs. Just as they're settling down, two people emerge from the corridor. The new pair make their way towards the stairs, revealing themselves.

One is a young woman with brown hair, her face seemingly carved by angels themselves. She wears a long red and pink dress, and a sad expression. Her gaze is fixed firmly on the ground before her.

Perhaps to avoid looking at the large beast following after her. It's covered in brown fur, wearing a white shirt, dark blue pants and long purple cloak, its ends tattered. He looks just as upset as the woman, but it's not an upset born of anger. Worry and sadness shine through clearly in his deep blue eyes.

"Please, Belle," the beast pleads. "Just listen to me, and you'll understand. I came here to rescue you!"

The young woman, Belle apparently, stops in her tracks at the top of the lefthand staircase. She turns to the beast, her expression hardening into a nigh-unreadable mask. "I didn't ask you to come," she says, her voice icy calm. "You're only wasting your time with this. I will _not_ come back with you. That's my final say in the matter."

"Belle, what you're saying makes no sense!" the beast practically roars. Belle doesn't even flinch. "Have you lost your mind? That witch…" The beast's eyes suddenly go wide as saucers. "Did she do something to you? Are you under a…?"

"Please, don't talk about her," Belle pleads, the first bit of emotion slipping into her voice: fear. "The bottom line is, I'm staying here. And unless you get out of here before Maleficent finds you, that will be your fate as well."

"If that is what becomes of me, then so be it!" the beast declares. "As long as we're together, I…"

"That's _enough_!" Belle yells, cutting her would-be rescuer off with a yell that somehow seems contradictory to her very nature. "I told you to go, now do as I say and just leave me!" The young woman turns away, fleeing towards a small wooden doorway on the other end of the upper level. As she races over to it, Sora can swear he sees tears reflected in her eyes.

Beast just stares after her, crestfallen. "Belle… Why?"

Sora emerges from his hiding place, heading up the stairs towards the beast. "Hey, are you okay?"

Beast seems startled to see another person, let alone the other two who follow after the first. But even that surprise is sublimated by his sadness.

"Hey, don't be like that!" Telary tries to encourage the bestial figure. "There must be a reason she said all those things."

"Chicks can be crazy sometimes," Azlyn chimes in, earning a look from her companions. She just shrugs in the face of it. "Hey, it ain't always pretty, but that's the truth."

"Anyway…" Sora begins.

Beast cuts him off with a raised hand. "Save your sympathy. Maybe this is just what was bound to happen." Dejected, he turns and heads back up the corridor. "After all, who could ever really care for someone like me?"

"Poor guy," Sora comments, watching the beast's retreating form. "He looks all scary, but inside… Man, I just wish there was something we could do for him."

"Maybe there is," Azlyn suggests, shrugging. "I mean, isn't helping people out our whole 'thing'?"

"It would be easier," Telary says, scratching his chin and looking thoughtful, "if we had all the information on what's going on. Like, what does this witch have to do with things?" Suddenly, the wizard's whole demeanor lightens up. "Yeah, okay, we should ask Belle, that girl he was talking to. Something about her seemed off to me."

"She just acted like she didn't care," Sora agrees, shaking his head at the memory. "But if there's a witch around, something else could be up."

"Well, she went this way," Azlyn announces, heading towards the same door Belle had exited through. The boys follow after her, pushing through the door and finding themselves surrounded by books.

"Library," Sora points out somewhat unnecessarily.

The trio move in deeper, past the first few rows of shelves and into a larger area. This room is easily as large as the previous atrium, perhaps even bigger. A grand staircase leads to an upper balcony, and the wall next to it is all one big window. Sunlight streams in from outside, dull and muted by some odd effect. A desk sits beneath the staircase, bathed in the light.

 _Long ago, all people lived in peace and light…_

Sora shakes his head, dispelling the odd whisper that just ran through his head. This place must be getting to him.

"You must be in heaven, Tel," Azlyn says to her counterpart, elbowing him teasingly. "Not even the Disney Castle library had this many books."

"I'll say," the wizard agrees, idly reaching out and grabbing a random volume. Much to his shock, the title emblazoned on the book's face in bold type is that of his own favorite! It's been a long time since he read it, and in an excited daze he flips open the first page…

But why waste his time with this? Shaking his head like Sora, the young man replaces the book in its proper spot. This is no time to be distracted, they're here to save Kai… To talk to Belle! She must be on the upper level, so Telary leads the way up the staircase. Sora and Azlyn quickly fall in.

There's another desk up here, situated in an open area between two freestanding shelves. Belle stands beside the table, frowning at nothing. When she hears the trio's approach, she turns to face them with a shocked look.

"What are you three doing here?" she asks, head tilted. Her eyes suddenly go wide, and she asks, "Did Maleficent capture you too?"

"So you've been kidnapped?" Sora blurts, confused. Then why…?

"Yes, a witch named Maleficent forced me to come here," Belle answers, shaking her head sadly. "The worst part of it is how alone I am. All I have to keep me occupied is all these books. And then, there's…" She sighs deeply. "Him."

"That big hairy guy?" Azlyn asks, frowning. "The guy who said he could get you outta this joint? Why didn't you just go with him, instead of being so mean?"

"It's rather complicated, you see." Belle turns away, sadly gazing out over the library's lower level.

"You really seemed to hurt his feelings," Telary chimes in. "He told us that nobody could ever care about him."

Belle turns back to the trio quickly, her expression crestfallen. After a moment, she manages to calm herself down. "I told you that it's complicated. I just… I can't let him see how I really feel. Things would only get worse from…" Suddenly, the young woman's mouth stops moving. The rest of her does as well, leaving her standing still as a statue.

"What's wrong?" Sora asks, though he can feel a sudden strange tension prickling at the back of his skull.

"She's coming," Belle breathes out, her voice just a quiet whisper. Her eyes go wide, looking frantically at the trio. "You three have to hide, quickly! If she sees you…"

"But…" Sora starts to protest, only to cut himself off as he takes in the young woman's raised hand.

"I can handle this if she thinks I'm alone," she explains, suddenly calm. "Just get yourselves out of sight, _please_!"

The trio heed Belle's command, looking around for some cover. The soft sounds of distant footsteps, accompanied by a faint _click_ every second or so, indicate that whoever is coming, they're almost here. Finally, Telary leads the others around the back of the nearest bookshelf, all three pressing close to one another to remain flat as possible.

The sound of a door opening echoes through the library, and suddenly the steps and _clicks_ are closer than ever. Taking a deep breath Sora risks a peek around the shelf's corner.

A woman with skin the color of green jade, dressed in black and purple robes, strides into the library. She carries a long staff topped by a round green jewel, no doubt the source of all the clicking. As terrifying as this woman is, she can only be the witch Maleficent.

"Did I hear voices just now?" she asks, her regal voice cold.

Belle shakes her head, still as relaxed and neutral as can be. "Good day, Maleficent. No, that was only me. Just reading out loud." The young woman gestures to the desk behind her, a book sitting open there.

"I see," Maleficent replies, not quite sounding convinced. "Well, in any case… He was here, was he not? The beast."

"He came to speak to me, yes," Belle answers, betraying nothing. "But, I won't ask for his help."

"Even after all the trouble he went through?" The witch arches on eyebrow, inquisitive and cruel all at the same time. "He risked his life coming to see you. Why do you reject him?"

"You know very well, Maleficent." For the first time since Maleficent's arrival, emotion slips into Belle's words. Anger, a righteous kind of indignation. "I've figured out your trap, and I refuse to fall into it. Or worse, have _him_ be dragged down as well!"

All the young woman's newfound attitude does is draw a chuckle from the jade-skinned witch. "There is quite a bit more to you than meets the eye. It seems I made the right decision with you." She sighs, sounding quite exasperated. "But time grows short, leaving us no room for games. If you won't ask for his help on your own, perhaps you require some persuasion. To _beg_!"

Maleficent raises her staff, green and purple energy swirling around she and Belle. There's a sudden flash, and when it fades both are gone. Startled, Sora leads everyone out of their hiding place, looking over the empty area.

"She just took her!" the Keybearer exclaims. "Where did they go? How…?"

"Higher," Telary suddenly says, drawing all eyes to him. "She would have taken Belle higher up, to the castle's top floor."

"The Chapel," Azlyn concurs, though she doesn't quite know why.

"How are we supposed to get up there?" Sora asks. "We can't just magic ourselves up there like she could!"

"There has to be a way," Telary assures his young friend. "After all, not _everybody_ in this castle can be a teleporting witch, right?"

A loud yet dull noise, like the fall of some great lever, startles the boys. Turning, they see Azlyn standing in front of a bookshelf against the wall, her eyes wide.

"What did you do?" Sora demands.

The knight just shrugs. "Dunno. I just went to put back that book Belle was reading, and then…"

The sound of gears clicking and whirling cuts her off, as suddenly the bookshelf slides to the right. A short alcove lies beyond, with a single wooden door set into the back wall. For a long moment, the trio just stare inside.

"And then that," Azlyn finishes, gesturing inside.

"Cleaning up isn't exactly like you, Az," Telary comments as he walks closer to the door, "but in this case I bet you're glad that you did."

"What about going that way," Sora suggests, pointing toward the door Maleficent had entered through. "Isn't that a little less…"

"Sora, if the choice is between 'obvious door' and 'secret passageway'," Azlyn argues, shaking her head, "I'll go secret passage every time."

"I guess so." Without further protest, Sora follows after his companions.

Opening the door, the trio find themselves suddenly outside. A large balcony extends out the backside of the castle, hovering over the empty mist below. Most of it is circled by a brass rail, except for a few feet where it's missing. A large crystal hovers in the air right by the gap, glowing bright orange.

The trio are heading for the crystal when suddenly Telary jerks to a stop, shaking his head. Concerned, the other two stop and give him a look.

"Sorry," the wizard apologizes, hardly hiding the slight shiver that wracks his body. "I just thought… Well, I thought I saw something out there." He waves a hand out at the misty abyss below.

"A monster?" Sora asks, glaring down into the impenetrable fog. "Some kind of flying Heartless? A dragon?"

"Sora!" Azlyn admonishes him. "Let Tel talk."

Telary shakes his head. "No, it's nothing like that. I just thought I saw something through the fog there. A town, maybe."

"I guess that's possible," Sora concedes with a shrug. "I mean, why would there be a big castle out in the middle of nowhere? If there's a king or queen, they've got to have a kingdom."

"I sure hope that Maleficent witch isn't the queen of this place," Azlyn declares. "Probably she just moved in somewhere all the people had already left."

"Not really the pressing question at the moment though, is it?" Telary says, walking up to the glowing crystal. He spares another glance down at the abyss, but nothing stands out to him this time. It must have been some kind of freak accident. Probably he's just tired from all his adventuring… somewhere.

"Yeah, what's this…?" Sora begins to ask, only to be cut off as Telary casually reaches out to brush a hand across the stone. With a flash of light, it begins glowing blue instead of orange. The Keybearer frowns. "So, what did that do?"

Azlyn looks up, the boys following her lead. From above, a large platform surrounded by a metal cage floats gently down through the air. An elevator of some kind.

"Is that really safe, do you think?" Telary asks, nervously eyeing the platform as it slides to a smooth stop in midair. "It looks sturdy enough, I guess."

Without a word, Azlyn steps over the gap of a few inches between elevator and balcony. If the addition of her weight gives the machine any trouble, it isn't apparent. For a few seconds she looks ready to jump right back to safe ground, but soon she feels able to relax. Convinced enough, Sora and Telary join her. By some unknown means, the platform senses that all its passengers have boarded. The crystal turns orange again, and the carriage rises.

Azlyn steps closer to the surrounding cage as it lifts through the air, peering out at what's below. For a brief moment, she swears she can see the smoke part to reveal a cluster of small buildings. Houses. But then she blinks, and once again all she can see is the eerie glow rising off the mysterious mist.

The boys are more focused on where they're heading, another balcony protruding from the castle's rear. A wall of windows sits beside it, but affords no view inside from this angle. But, as the trio comes ever closer to what is presumably their stop, voices can be heard echoing from inside the bastion.

"Well?" demands the unmistakable voice of Maleficent. "What are you just standing around here for, hm? Call to your pet!"

The elevator slides to a stop, luckily with little noise. Sora can see inside now, where Maleficent and Belle face off across a long, broken dining room table. The witch's back is luckily to them, affording the heroes a stealth advantage. If Belle's earlier expressed fears are well-founded, they'll need it.

"I won't do it!" Belle declares, arms crossed defiantly across her chest. "I won't fall into your trap and let you hurt him!"

"If you will not scream voluntarily," the jade-skinned woman threatens, stepping forward and tightening her grip on the staff in her hand, "then I shall just have to help you along!"

The witch raises her arms, but before she can conjure any power, the trio rush into the room. Sora steps on a broken piece of glass as he enters, drawing Maleficent's attention away from Belle and onto them.

"That's enough, Maleficent!" Sora declares, aiming his blade's tip for the evil woman's throat.

"The beast isn't all you have to deal with," Azlyn adds with a menacing scowl.

Maleficent hardly seems fazed, giving the trio only a cursory scowl. "I don't know who you three are, but no one interferes in my plans and lives to tell the tale! Unless perhaps you wish to join in with the screaming?" A thoughtful look crosses over the evil woman's face. "Come to think of it, that seems a marvelous idea!"

Once again she raises her arms, green and yellow fire swirling around her cloaked form. The flickering lights of the flame reflect in her eyes, making her seem all the more consumed by madness. Just as Maleficent is about to make a move, the room's doors burst open. The beast rushes in, his claws sliding against the floor tiles with a sickening sound.

"Stop this, Maleficent," Beast says, rising up to his full height and staring the witch down. After sparing a glance at Belle, of course. "I'm here now. That is what you wanted, right?"

Maleficent seems about to say something, but Belle cuts in before the witch has a chance. "Why do you keep coming after me!" she practically screams in what almost seems like tangible, physical pain. "I told you to l-leave me alone! Just go, please! I…" She closes her eyes, as if bracing for some terrible blow. "I never want to see your hideous face again."

All light seems to leave the Beast's eyes. He hunches once again, completely and utterly defeated. The display is so heartrendingly pathetic that the trio almost can't watch it. In fact, Telary outright turns away.

"I understand, Belle," Beast says, his voice quiet and resigned. It seems as if the monstrous figure is barely holding himself together. "If that's how you feel… This form is my punishment, for being cruel and selfish. I thought my life was well and truly finished, but… Then I met you, Belle. You seemed able to look past my appearance, even some of my behavior, and see what was inside. It made me feel, for the first time in years, like I could someday learn what it is to truly love someone. Maybe to even have that love returned…"

"Beast…" Belle says, her voice barely above whisper volume.

Beast takes another step forward. "I treasure the memory of our days together Belle. Those memories are what I hold most precious. _You_ are most precious to me!" The beast hunches over, flexing his claws for a fight. "And I cannot stand idly by while you are left in the clutches of this heartless witch! Consider this my final selfish act!"

Much to everyone's surprise, Maleficent throws her head back and laughs. The sound echoes around the room, striking a chill into the bones of all present.

"Oh, how utterly _marvelous_!" the witch practically coos, regarding Beast and Belle with a superior smirk. Her gaze settles on the beast, only becoming more amused. "It seems I miscalculated. I hadn't a clue that such a noble heart could be hidden by a visage as hideous as yours. I believe this calls for a change of plans!" Her staff begins glowing, small flickers of power surrounding Maleficent's body. "Instead of the heart of the beauty, it shall be the beast's I acquire!"

A ball of dark magic shoots from Maleficent's staff, headed straight for Beast. Sora, Azlyn, and Telary rush forward, but a sudden wave of fire blocks the way forward. Beast watches as the spell approaches, for some reason utterly unable to do anything but watch as doom speeds towards him…

Until, with a defiant cry of love, Belle rushes forward to take the blow. The spell's sphere comes into contact with her, and in a flash the young woman is gone, a crystalline heart floating in the air where she once stood. After a moment, it flies towards Maleficent, who captures it with a flash of magic. Beast cries out, falling to his knees in utter despair. The trio react in horror as well, falling back from the wall of fire with cries of shock.

Maleficent hardly seems bothered, only just slightly bemused by the whole affair. "So, it would seem my initial plan wins out in the end," she declares, chuckling as she shakes her horned head. "Belle's heart is mine! And all the love that she holds within it for _you_ , Beast!" With one last burst of shrieking laughter, the witch vanishes into darkness. Shadows flow across the ground where she once stood, streaking towards the outside balcony.

Beast roars in rage and anguish, smashing a two chairs into a pile of broken kindling. "I knew there was something wrong in the way Belle was acting!"

"C'mon, we can go after that witch!" Azlyn declares. She gestures to the balcony. "The shadows went this way when she left."

"We'll get Belle back, safe and sound!" Sora promises the Beast.

Beast looks at the trio in bewilderment. "You mean… You would _help_ me?"

"Duh," Sora replies, rolling his eyes. "That's kinda what we do. Especially after that whole speech you just made." The Keybearer ducks a little closer to the beast, dropping his voice low. "Besides, I know how you feel. There's someone I care about who's been taken too."

"One question, though," Telary speaks up as the group walks out towards the elevator. "How exactly are we supposed to follow that Maleficent. I've gotten pretty much all my magic knowledge back, but that turning into a shadow thing is quite a bit beyond me."

"No need for magic," Azlyn declares, standing at the right edge of the balcony and looking across with a hand shielding her eyes from the sun. "There's another lift stop across that gap. I'll bet this elevator can get us there."

Curious, Telary bats a hand against the hovering crystal. Just as the one below, it turns from orange to blue. Everyone quickly scrambles aboard the platform as it begins moving again, this time one a horizontal path rather than a vertical one. As they move across the castle's face, Sora, Azlyn, and Telary note the large Heartless symbol embedded across it with scowls.

"That symbol seems to be everywhere inside the castle," Beast says, frowning. "And on most of the creatures that inhabit it. Is this their home?"

"No," Azlyn replies venomously. "They don't belong here at all."

The lift reaches their stop, everyone stepping off onto another balcony. A recessed flight of stairs leads down to a door, and beyond that there's a long, unlit hallway with two massive doors at the other end. Maleficent is just beyond them, everyone can feel it.

Indeed, the doors slam open with a loud _bang_ , revealing the room inside. Sconces and twisted gargoyles watch over it from all around, hideous creatures carved to resemble fearsome carrion birds. Light from a single skylight shines down into the center of the room, where some kind of strange stone altar has been built. Above that hovers a single crystalline heart that makes Beast's eyes go wide in recognition.

"Belle," he softly whispers, weakly reaching out one paw.

"I must say," Maleficent, accompanied by the steady sound of her staff clanging against the stone floor, says, "you truly are valiant, Beast." The witch stops in front of the altar, admiring the heart there for a second before facing the heroes head-on. "As a reward for you tenacity, why don't I inform you of the reason for your beloved's coldness?"

"You did something to her, didn't you?" Sora calls.

But Maleficent shakes her head. "Not directly, though I suppose I am responsible. You see, to fuel the powers of my dark magic, I require the purest, strongest hearts available. Belle was perfectly suited for my purposes." Here, the jade-skinned woman scowls. "But she deduced my plan, rejecting you to keep her heart from my reach. A lot of good it did her in the end though, hm?"

"She loved you too much to deny her true feelings," Telary says, his eyes going a little dreamy. A love like that is truly special indeed.

"Give Belle's heart back!" Beast demands. "Or so help me, I will take it from you!"

A shriek of laughter bursts from Maleficent's lips. "You're certainly welcome to try, my dear." She holds up one hand, smirking. "A word of caution, though, darling Beast. You may think your form to be monstrous, but I shall show you what _real_ terror looks like!"

Raising her arms and throwing back her head, Maleficent gathers in dark fire all around her. It shoots up into the air in a column of green, purple smoke coiling out from the flames. A shadow looms, twisting and reshaping itself into a monstrous form. A menacing roar echoes around the room.

When the smoke clears, it reveals a massive dragon covered in black scales, yellow eyes peering down at Sora and his friends. They seem to have switched locations as well, now in a huge room covered in thorns, the only light coming in from cracks on the ceiling.

But taking in the scenery quickly becomes a lesser priority, as Maleficent opens her mouth and spews forth fire at the heroes. Acting quickly, Telary summons up as powerful a blizzard spell as he can muster. Cold meets heat, converting harmful fire into steam. The quartet still get moving as quickly as they can, before the steam can burn them almost as badly.

Enraged, Maleficent lashes out with an enormous paw. Beast, roaring defiantly, grabs the large appendage and holds it back from crushing his new allies. Snapping her jaws, the dragon snaps up her claws and sends Beast flying back into the far wall.

Another burst of fire comes the trio's way, and this time it's Azlyn's turn to save the day. Grunting, the knight imposes her shield between the flame and her friends. Telary pops off another blizzard spell, the icy energy splashing against Maleficent's face.

A claw lashes out again, and without Beast's help the trio are forced to try and outrun it. Sora scrambles away, but Azlyn and Telary are too slow to avoid the swipe. The Disney Castle pair fall to the ground, but Sora leaps in to smack the dragon's hand. Distracted by the pain, Maleficent gives the Keybearer a chance to help his comrades up.

But there reprieve is short lived, as the dragon's jaws come down at them, snapping with fierce clicks. Sora turns, his Keyblade raised to block, but there's no need. Once again Beast dives in, grabbing the transformed witch's snout and holding it closed. She thrashes about, but Beast has a firm grip and strong stance.

Sora lashes out with the Keyblade, landing a solid blow between her eyes. The dragon's neck thrashes backwards again, fueled by pain and far more forceful. Beast is once again lifted off the ground, but with some quick thinking and quicker reflexes he manages to let go of the snout and drop safely to the floor.

Maleficent rears back, mouth opened to prepare another blast of flame. Then Azlyn's shield slams into the underside of the dragon's jaw, shutting it with a snap. The flame forces itself out through what little openings left, yellow fire licking the sides of Maleficent's jaw. By the time her mouth is open to roar again, only a small spurt sputters out.

Pained, Maleficent lets her foreclaws fall back down to the floor. The impact of her body is massive, setting off a shockwave that nearly throws the heroes off their feet. They barely manage to recover, holding each other steady.

"Underside," Telary says, the single word leaving his companions confused. "We've got to hit her on the underside of her body. The protection is thinner down there, it must be."

"So, we need her to rear up like that again?" Sora asks, earning a confirming nod from the wizard.

"Hitting her face seemed to piss her off the most," Azlyn points out. Grunting, the knight hurls her shield up at Maleficent's snout. With a little huff, the dragon turns its jaws to bat the disc away. "Okay, so how about that plan B?"

Flames shoot down at the heroes, and without reliable protection they're forced to flee. The group ducks and weaves around several blasts, leaving half the room's floor a roaring inferno. The heat is intense, sapping even more energy from the party.

"This can't go on much longer!" Telary points out, shooting off a few blizzard spells to extinguish fires and beat back the heat. "I'm running out of magic, and after that it isn't long before we run out of room!"

"This looks to be taking a toll on her too," Sora notes, pointing up to where Maleficent isn't doing much bu leering menacingly at them. "Pretty soon she'll try and…"

The dragon's open jaws come crashing down. Beast interposes his large body between the smaller ones of his companions, getting a nasty bite for his trouble. Scowling, Sora leaps over the pained beast, crashing his Keyblade down onto the crown of Maleficent's head.

It's just what the group needed. With a loud snarl, the transformed witch rears back into the air. The room's green fire reflects off her underbelly scales. Smiling, Sora draws his blade back for a throw. He's not sure how, but he just knows that this is the finishing move they need. With a cry of heroic defiance, he hurls forth the enchanted sword.

It's aim is straight and true, piercing Maleficent in, ironically enough, her black heart. She cries out, a loud basso growl that seems somehow intermingled with a more womanly howl. Clutching at her belly, the witch falls to the floor with a great clatter. Choking black smoke rises from her body as it fades away. When it clears, the trio and Beast looks around to see that they're back in the castle chapel.

Belle's heart floats serenely in midair, until suddenly a bright light shines forth. When it fades, Beast's love stands whole once again. She stumbles a bit, Beast darting forward to help secure her footing.

"Oh, Belle," Beast breathes, holding the young woman tenderly to his chest. "I… Are you alright?"

"I am now," she replies, looking up at her rescuer with tears in her eyes. "Thanks to you."

"Well, we kinda helped!" Sora points out.

Next to him, Telary winces. "Yes, Sora. But there's kind of a moment going on here…"

"It's alright," Belle assures the wizard, looking at the trio but not moving an inch away from Beast. "I want to thank you as well." All three give her a nod of acknowledgment, and she looks back up at Beast. "Please forgive me for being so cruel. I had to, or that witch would have…"

"It's alright," Beast says, pulling her closer. "I shouldn't have doubted your love, not even for a moment." He shudders, hair momentarily standing on end. "I would love nothing more than to never remember that feeling again."

"Then let's put those memories behind us?" Belle suggests. "Replace them with happier ones."

Telary suddenly sniffs several times in rapid succession, trying to hold back his emotions at the sight before him. Jiminy, in his wisdom, pops out of the wizard's pocket and offers him a tissue, which Tel gratefully accepts.

Azlyn rolls her (just a tiny bit shiny) eyes. "Gee, Tel. You always get so caught up in this sappy stuff."

"Don't be that way, Az," Sora admonishes the knight, wiping away a stray tear of his own. He hopes, in his heart, that this is what it will be like, once he's returned to, or rather _rescued_ , Naminé. "Uh, c'mon guys. I think it's time for us to go."

As they walk back to the chapel doors, Azlyn heaves a sigh. "Okay, so I guess this 'true love' thing ain't so bad," she admits, letting Telary pass his borrowed handkerchief onto her. "I guess this really proves that there's somebody out there for everybody."

"Even you?" the Keybearer quips with a raised eyebrow. As both of his companions raise objections to the dig, Sora allows himself a small, secret smile.


	21. Ice

Yet another figure in a black coat awaits Sora, Azlyn, and Telary at the end of the hall. His hood is down, revealing shoulder-length blond hair and a manic grin. His eyes are a bright green, the color of unpleasant toxic runoff.

"This black coat club just gets bigger and bigger, huh?" Azlyn comments as she and the boys shift stances in preparation of possible combat. "I guess they _do_ go with everything."

"What's your name, then?" Sora asks, eyes narrowing. If this man is wearing that uniform, then he must have something to do with Naminé's captivity.

"I am Vexen," the man replies, bowing his head briefly. His eyes focus on Sora. "And I have come to collect your debt!"

" _Debt_!" Sora exclaims, brow wrinkling.

"You owe this guy munny or something?" Azlyn whispers under the cover of her hand.

"Of course not!" the Keybearer snaps, shaking his head vigorously. "I've never seen him before in my life!"

"Perhaps not," Vexen declares, grin widening creepily. "But, nonetheless, you do indeed owe me. After all, it was I that reunited you with your old friend." He taps his chin once thoughtfully. "Or, perhaps I should say you _former_ friend."

"Riku!" Sora summons the Keyblade to his hand, connecting a few dots in his mind. "So, you're the one who's controlling him then. Making him think we aren't friends! Where is he, huh?"

"I really think you oughta tell him," Telary says, eyeing his young friend cautiously. "It's not often you see him this worked up."

"I'm afraid I have no intention of telling you anything," Vexen says, shaking his head. Reaching out one gloved hand, he summons a large blue shield to his hand. It's shaped very differently from Azlyn's own disc, almost like a teardrop or bottom-heavy icicle. Spiked protrusions rise from its rounded part, making every inch of its edge seem deadly. Smirking, the black-cloaked man draws it across his chest in a defensive position. "There really is no need. After all, why should you feel troubled in your final moments?"

Sora has officially had enough. With a loud roar of anger, the Keybearer darts forward with his weapon held high. The blade swings downward, but Vexen easily blocks the attack. Sora takes a step back and tries again, only for Vexen to slam the flat of his weapon forward into the boy's chest. With a cry, Sora stumbles backwards.

Azlyn and Telary, having taken a moment to recover from the unexpectedness of Sora's berserker charge, rush forward toward the villain. He hardly seems to care, waving his shield and summoning two large ice crystals. They fly through the air at the Disney Castle pair, Azlyn barely managing to get her shield up to block. The force of the missiles still sends her sliding back across the floor, taking Telary along for the ride.

Now Sora has recovered, taking advantage of his opponent's momentary distraction to slam the Keyblade into his side. Vexen grunts in annoyance, taking a step back before swinging his shield again. Sora quickly turns the Keyblade to deflect, stepping back to prepare another attack.

Then a blast of chilly energy hits the boy full on, sending him stumbling back as cold seems to seep into his every pore. He can feel it swirling around his body, hardening and surrounding the Keybearer in a small chunk of transparent ice.

Vexen stares down at the frozen boy with wicked glee, a nasty chuckle escaping from his lips. Then Azlyn's hurled shield slams into his back, forcing the man forward. He's just steadied himself with a step when a fireball the size of a man's head also impacts against his back. The flame mixes unpleasantly with his inherent icy energy, eliciting a loud cry.

Sora's icy cocoon suddenly shatters. The boy heaves in a deep breath, his whole body shaking from the intense cold. Another of Telary's fireballs impacts against Vexen's shield, the excess heat washing over Sora and warming him up just enough to get his limbs moving. All he can manage is a weak swing of the Keyblade, Vexen easily stepping back.

Azlyn comes flying through the air at the black-cloaked man, but with a grunt Vexen throws up a thick wall of ice. The knight plants one foot on the wall and leaps back, twisting and landing back on the floor. Yet another ball of fire zooms past her, melting the frozen barrier between Vexen and his opponents.

The blond man doesn't react, beyond smirking. Raising his hands, the man summons a small blizzard, cold wind howling as snowflakes swirl through the air. The trio certainly weren't prepared for that, falling back with hands raised to keep any icy chunks from their eyes. After a few moments the miniature storm ceases, leaving the hallway clear.

"Not ones to die easily, are you?" Vexen comments, dismissing his shield in a flurry of snowflakes.

"Like we'd ever lose to a creepy old geezer like you!" Azlyn declares defiantly. Behind her, Telary has one arm wrapped around Sora, trying to heat the boy up some.

Vexen's smirk momentarily becomes a grimace, as if reminded of something singularly unpleasant. But within a moment, he's recovered. "I would not act so sure, were I you." He turns his cruel gaze to Sora, who thankfully is finally warmed up. "Didn't you notice, Sora? As we fought, I was delving deep into your memory."

The Keybearer frowns. He hadn't noticed anything like that, but then again who could when encased inside a small glacier? "What do you mean, 'deep into my memory'?"

"Perhaps," the man says as he reaches into his pocket, "I should just show you what I found there, hm?" He produces yet another card, the picture on it a bit too small and vague to make out from across the room.

"How thoughtful," Azlyn says, snarling defiantly. "Just when we were running out. Saves us a trip to the card shop, I guess."

"This is no ordinary card," Vexen explains, rolling his eyes as if teaching unruly schoolchildren. "Unlike the others you have used, this card has been crafted of memories from the _other_ side of your heart."

"Other side…?" Telary repeats.

"…Of my heart?" Sora finishes. He squints to get a better look at the card's picture, but it's no use. As if sensing the boy's troubles, Vexen flicks it at him. Sora reaches out on reflex, catching the card. He's just about to examine it when dark energy begins to swirl around Vexen's body. Quite aware of what that means, he ceases his examination and rushes forward. "Now wait just a minute…!"

But he's too late. Still smirking that infuriating smirk, Vexen vanishes into darkness. Stomping hard on the polished floor, Sora lets out an enraged cry. He is really, _really_ getting sick of that black-cloak vanishing act!

"Calm down, Sora," Telary cautions the boy. "Honestly, what is with your temper lately? Even Azlyn has more composure than…"

"Hey!" the aforementioned knight indignantly exclaims.

"Sorry," her counterpart apologizes. "But you know what I mean. Anyway…"

Sora doesn't seem to hear the wizard, casting his eyes down to the card in his hand. The world pictured on it is quite unfamiliar to him, a city with a large clock tower looming over it. What appears to be a train runs across an elevated track. Clouds surround the tower, colored sunset gold. Very odd, to say the least.

"Memories from the other side?" Sora mutters under his breath. This place just keeps getting stranger and stranger.

 **KH-KH-KH**

"Has that old coot lost his damn mind?" Larxene declares, scowling at the clear crystal ball. "Giving Sora that card is so not compatible with orders. Yours _or_ the Superior's!"

"If Sora finds out about _him_ …" Axel agrees, shaking his head. "Well, that could be the end of the road for us. Maybe he'll just pass through the town without catching on to anything."

"That may be too much to hope for," Marluxia says, calm and steady despite the situation. He turns to Axel, head quirked ever so slightly. "What he told Sora about making that card during the fight was an obvious lie. This treachery required forethought and planning on Vexen's part. I suppose you know what that means?"

"He's a failure _and_ a traitor," Larxene answers, actually sounding quite amused by the whole situation.

Marluxia gives his lieutenant the slightest of nods. "Indeed. Axel, you know what must be done, don't you?"

"You know me," the redhead replies with a casual shrug. "Initiative ain't exactly my strongsuit. Why dontcha just spell it out for me, hm?"

"Your act doesn't fool me for a second," The Lord of Castle Oblivion says, eyes narrowing at the assassin. "But, if you insist, here is exactly what I want you to do: Eliminate the traitor. Sora must not learn the truth of the other side."

"Thanks for the breakdown," Axel says cheekily. With a wave of his hand, he summons a portal. Turning towards it, he offers one last comment. "No taking that order back later, now." Smirking, he enters his portal.

"Final test, huh?" Larxene comments as soon as the shadows fade away.

"One he'll easily pass," Number XI says with a shrug. "After all, what's to stop him? Remorse?"

 **KH-KH-KH**

"Well, this certainly isn't a world that _I've_ ever seen before," Telary comments, closely examining the trio's new card as they descend to the next floor. "But of course, they're your memories Sora."

"But he said the memories are from the 'other side' of Sora's heart," Jiminy point out. "Now, what could that mean?"

"What does any of this crap really mean?" Azlyn chimes in, shaking her head exasperatedly. "Don't tell me it was any easier to understand all those speeches that other bad guy gave!"

"Other bad… Who was he again?" Telary asks, scratching his head. "I mean, I remember he was always talking about darkness and stuff, but…"

"That's not important right now," Sora interrupts, taking back his card. "What matters is moving forward and stopping the bad guys in this castle! Rescuing Naminé. This card is the only way we have left, so let's go. Maybe things will be clearer once we're in the world."

"Alright Sora." As the Keybearer walks up to the next door, Telary frowns. This attitude problem is getting completely out of hand. Sora may be stressed, but that's no reason to go around being short with everyone. And what's more, this kind of behavior coming from Sora is almost totally unprecedented. As soon as they've made it through this world, Telary resolves to have a very stern talk with his young friend.

Maybe a little confrontation will finally knock a little sense back into him.

 **And so, revisiting worlds, and consequently posting all chapters in pairs, is finally over! Hopefully this new single-posting freedom will allow this story to get finished sooner, eh? I thought I could do it before year's end, but life can get in the way, can't it?**

 **Anyway, shoutout to OPFan37 for his review of the last chapter, and a kind of retroactive review of the first Keys to the Kingdom. It's always great to have someone new come aboard, so thank you! See you all next time, when we visit Twilight Town and Vexen gets to work on his tan!**


	22. Twilight

The brilliant light of the sinking sun illuminates a peaceful little burg, too small to be much of a city, but much too large and vibrant for a mere village. Surrounded by rolling hills and a lush coniferous forest, with a beautiful beach only an hours train ride away, it really seems to be an idyllic place to live.

Looming over all this beauty is the town's pride and joy, it's most easily recognizable landmark: the famous Twilight Town clocktower. Rising above Central Station atop the city's Twilight Hill district, for years it has stood vigil over all it surveys.

A nice place to live, the artist thinks as she finished her drawing. She carefully replaces her orange colored in its proper spot in the box, dreaming of a life where she could choose to live anywhere, do anything. But the dream lasts but a few seconds before she realizes that it can never be.

After what she's done, she's hardly deserving.

 **Twilight Town**

Sora, Azlyn, and Telary emerge from a set of glass double doors, out into the late afternoon sun. They walk down a few steps into the large plaza, taking in their surroundings silently and warily. Finally they stop at the plaza's edge, gazing down at the town below. It goes on for a few miles, trains rolling across raised track, before reaching a thick forest.

"Okay, I'll bite," Azlyn says, looking over everything again with an even more critical eye. "Sora, where the heck are we now?"

The Keybearer opens his mouth, but finds no words. Sighing, he admits, "Y'know, Az… I honestly have no idea."

"Sure about that?" Telary asks, concerned. Frowning, the wizard takes another look across the town stretched out beneath them.

"Uh, yeah, I'm pretty sure," Sora answers, a bit more forcefully than is normal. "I'm telling you, I've never been here. You?"

"Oh yeah," Azlyn sarcastically replies, rolling her eyes. "I've got a nice little summer home here, a few regular on-the-low lovers scattered around town…"

"Azlyn, that's not helping," Telary admonishes his companion with a harsh (for him) glare. He sighs, shaking his head. "Well, this is a real puzzler. I mean, all the places we went before were from Sora's memory, right?"

"Not _this_ one," Sora declares yet again, sounding thoroughly tired of having to repeatedly give the same answer. "I seriously swear, guys, that I have never, _ever_ set foot in this town." He runs a finger across his chest in an X-pattern. "Cross my heart."

"You might've just forgot," Azlyn points out. "I mean, you've forgotten a _lot_ of stuff, right?"

"That isn't very comforting, actually," Telary points out, leaning against the waist high wall. "We're just losing more and more memories as time goes on." He sighs, shaking his head wearily. "They've got to be practically gone by now. Maybe all this is just pointless…"

Sora frowns, shaking his head at the wizard's pessimism. For a moment he's not sure what to do, but then a sudden idea strikes. Grinning softly, the Keybearer pulls out Naminé's charm, holding it up to his older friend's face. Telary goes cross-eyed looking at it.

"Don't worry, Tel," Sora says in his most reassuring tone, wearing a wide, almost goofy grin. "We'll make it through all this, you'll see. Because of the promise I made to Naminé when she gave me this charm!"

"You talked about that promise before," Azlyn says, leaning back next to her redheaded counterpart. "What exactly was it?"

Sora smiles, his heart warming at the memory. As he speaks, he keeps the charm clutched to his chest. "Well, it happened when we were both really little. There was this meteor shower, and I thought it was like, the coolest thing ever. But Naminé…" The boy shakes his head fondly. "Well, I guess she got kind of scared, right? Scared that a meteor was gonna come down and hit the island. She worried about things like that a lot!"

"Tel was the same way," Azlyn interrupts, smirking at the wizard. He turns his face away, a rosy blush on his cheeks.

"Anyway," Sora continues, his voice going dreamy, "she was crying, right? And I, y'know, I wanted to comfort her. So I stood up real tall, grabbed my little toy sword and said 'Naminé, if a meteor comes flying down here, well I'll just smack it right back into outer space'! Man, I must have looked ridiculous…"

" _You_?" Azlyn says with playful sarcasm. "No way, you always look _so cool_."

Sora rolls his eyes at the knight's antics. "Yeah, whatever Az. Anyway, I must have done the right thing, because Naminé started to laugh. Real loud too, more than I think I'd ever seen her. Anyway, she said she wanted to thank me so, she gave me this good luck charm." He looks down, his face rapidly flushing red. "Said she'd had it since she was a baby, but she wanted to give it to me. To remind us both that I'd always protect her."

Azlyn hums thoughtfully, straightening up with a small smile on her face. "I'm usually not one for these kind of sappy stories, but that was actually really sweet, Sora."

"Yeah, it sure was," Telary chimes in, not half as enthusiastic as his counterpart.

Azlyn frowns at his low-key reaction. Telary is pretty much the biggest, dopiest saps she's ever known. And living in Disney Castle, that's really saying something. In fact, if she had to guess, she'd almost say that the wizard looks a little disturbed by something…

"Guess I did a lousy job with fulfilling that promise, huh?" Sora sighs, tucking the charm back into his pocket. Placing both hands on top of the wall, he looks out over the city below, parsing his memories for anything about this place. There _is_ something about the town, he just knows there is. Nothing concrete though, more like an odd, sort of airy feeling…

Suddenly, the Keybearer perks up. He knows where he has to go. _How_ he knows is rather enigmatic, but the desire is suddenly in his heart to head straight… _there_.

"Let's get scouting, huh guys?" he suggests. It takes a moment for his companions to nod their affirmation, but once they do it's like Sora's been shot from a cannon. He never really goes into a run, not even a light jog, but every step seems to take him at least three feet ahead.

Azlyn and Telary, scrambling a bit to keep up, follow their friend's course down a sloping street. It's eerily quiet, devoid of anyone but the three travelers. As they pass a tall post with a clock perched atop it, Telary does a quick double take looking at it. According to that timepiece, it's currently _noon_ in this town. And yet it's quite clearly a setting sun painting the skies in an orange hue. Odd, to say the least.

Finally, they reach the bottom of the hill. A fairly large lot, probably a few yards of square footage, sits nestled between a ring of buildings. It seems to incorporate two rings, the outer one little more than a darker yellow ring around the very large beige middle. Benches are set up close to buildings, giving the place the feeling of some kind of sporting arena.

"Still nobody," Azlyn comments, eyes sweeping the area in a manner that is definitely _not_ jumpy. "In a city this big, does that seem weird to you?"

"Usually there's _someone_ around when we visit Sora's memories," Telary agrees, equally perplexed. "But this place is an absolute ghost town. Things just keep signaling this place out as strange."

"Usually this is the part where I tell you you're worrying too much," Sora says, frowning. "But this time, I gotta agree. Maybe, whenever I was supposedly here, I never met anybody?"

"You make friends everywhere we go, though," Azlyn points out. "Whether we want you to or not."

"Speaking of thing we don't want," Telary interrupts, quickly drawing his magic staff out of its sheath, "there may not be any other people in this town… But there sure are Heartless!"

A cohort of the dark creatures march down the street. Most of them do, anyway, at least six Soldiers leading the way. A pair of Air Soldiers provide aerial support, moving through the air with jerky beats of their batlike wings.

The trio drop into battle mode, but at this point dealing with squads like this is becoming more of a nuisance than any meaningful battle. But, annoying or not, it _is_ something that must be swiftly dealt with.

Azlyn gets the ball rolling, quickly shaking off the nagging feeling of _here we go again_ and leaping right into the action. She kicks down a Soldier, knocking two others to the ground in the process. Just as she's swiveling to deal with the threat to her left, one of the Air Soldiers strikes from very close up. Grunting, the knight is forced to backpedal, shield raised slightly just in case. Claws scratch against the metal, proving the instinct a solid one.

The aerial menace doesn't last long, a fireball from Telary expertly incinerating the creature. Sora is at her side in an instant, slashing straight through two Soldiers. Seeing that the ones she knocked down earlier are rising to their feet, Azlyn makes a few quick strikes with the edge of her shield. The remaining Air Soldier tries to take advantage of her preoccupation, but Tel is too quick with a second fire spell.

The battle is over in seconds, the Heartless easily falling to the trio's teamwork and relearned strength.

"Well, I'd say that's a job well done, team," Azlyn quips, grinning happily as she refits her shield into its holding.

"I wonder where those Heartless came from," Sora says, a thoughtful look coming across his face. Muttering something that his companions can't hear, the Keybearer takes off in the direction the Heartless had arrived from. After exchanging quick, very confused glances, Azlyn ad Telary follow after him.

After progressing down some small streets and narrow alleys, Sora reaches one of the town's larger areas, the Tram Commons. If the bright signs and squat commercial buildings are anything to go by, it seems to be one of the city's main market districts. Like the rest of the place, nobody is around. But somehow, in a zone where all common sense would indicate that at least _someone_ would be present, this seems to be the eeriest area of them all.

For a moment Sora is distracted, looking up instead of ahead. The town clock tower looms in the distance, and for some strange reason he feels drawn to it. Until something else on the ground catches his eye.

Sora whips his gaze downward again, just in time to see someone disappearing around the edge of a building. The edge of a black coat trails along behind them, and there's the slightest flash of blond hair reflecting the sunlight…

"Did you guys see that?" Sora asks his companions, startling them a bit. Perplexed, the both just shrug in reply. "I saw someone, over there! Someone in a black coat."

"Maybe it's Vexen, then," Azlyn suggests, her expression growing serious as she anticipates a coming battle. "Let's follow him."

With Sora leading the way, the trio quickly make their way to where the suspicious figure was glimpsed. About halfway there, a strange noise, coming from the left, startles the party. Looking to its source, all three are shocked to see a single car train barreling towards them. With yelps of surprise, they leap forward so the car can pass. It continues on its path until it goes down a dark tunnel, and the trio can no longer see it.

Sora is determined to not let a little thing like nearly getting crushed by a train slow him down, immediately heading after the mysterious black cloak before his companions even have a chance to recover. He rounds the building's corner, but only finds an empty street stretching out before him. Scowling, the Keybearer keeps up his chase, looking for any sign or avenue that…

He finds what he's looking for in a large crack that seems to have been gouged out of a building. This district must be near the town's outer wall, because through the hole he can see the edge of a coniferous forest just like the one he'd glimpsed from atop the train station's hill.

"Could you just hold on for like, one second!" Azlyn complains, she and Telary coming up behind the Keyblade master.

"Sorry," Sora apologizes, rubbing the back of his neck sheepishly. "I guess I kind of got carried away. But, at least we know the way to go now!"

"How?" Telary asks. "Because of this hole here? For all we know, it could be nothing more than a simple example of poor municipal resource management."

"Whoever I saw, he went this way," Sora asserts stubbornly. "Besides, what part of 'weird hole in the wall leading to spooky forest' _doesn't_ scream 'the right way to go' and you?"

"Yeah, Tel," Azlyn agrees, already ducking through the opening. "This is adventuring 101." Soar quickly follows after her, and after a quick grumble, so does Telary.

The forest is thick with trees, almost no light filtering down from above. An owl hoots from somewhere above, leaves and twigs crunching underfoot as Sora moves past Azlyn to lead the group himself. For whatever reason, it seems as if the Keybearer already knows exactly the right way to go.

Red-orange sunlight shines through a few yards ahead, and soon enough Sora leads the group through the dense forest thicket and into a clearing. Ahead of them lies a sturdy brick wall, and a heavy iron gate. Through there, a large mansion can be seen rising into the air. Sora stairs up at it, critically examining the strange stained glass window that seems to be the facade's focal point. Somehow, it invokes a familiar feeling inside of him. He was right, this is the important place the entire journey through town was leading to.

Azlyn and Telary notice their friend's odd quietness, the way he seems to be fixated on this place. "So," Telary says, breaking the ice, "I guess you're finally starting to remember where we are, huh?'

Sora tears his eyes away from the mansion, looking back to his older friend with a frown. "Y'know," he admits with a weary sigh, "I still really don't. I know I've never been here. But at the same time, I can't shake this funny feeling. Like that this place _is_ familiar to me somehow."

"Maybe it's the same deal as with Naminé?" Azlyn suggests. "You forgot a bunch of other stuff, which made you remember this place?"

"It's really not like that at all," the Keybearer disagrees. "With Naminé, it was like there were all these missing pieces that kept coming back one at a time. Images, conversations, important moments. Here, it's just this vague sense that I _do_ know this place, but without anything solid to back it up."

"Interesting," the familiar voice of Vexen suddenly declares. Startled, the trio look to see the man in black step through a swirling dark portal in front of the mansion's gate. They all prepare for combat, but the scientist merely regards them with curiosity. "A question for you then, Sora. Which feels more real to you: the familiarity of this place, or your memories and feelings for Naminé?"

Sora scowls. "What a dumb question. Naminé, of course! This is just some trick you're playing on me."

Vexen blurts out a loud laugh, shaking his head like a schoolteacher with a dense pupil. "Oh dear, Sora. I told them you were hardly worth their time and effort. And lo, here you are, proving it to me!"

"Hey, nobody talks that way about Sora!" Azlyn says, swiping her shield through the air once for emphasis. "Except me, when I'm in a bad mood, and then I feel really sorry for it later."

"Why are you saying this?" Telary asks, his voice steady. To his companions' confusion, the wizard doesn't appear to be preparing for hostilities any longer. "Who's making what time and effort with Sora?"

"Good to see that you at least keep the company of someone with a level head, Sora," Vexen says mockingly. "Though it seems to not be enough to keep you out of trouble." He shakes his head, looking almost sad. "The memories wiles can be cruel. In its silence we forget, and in its perversion, it binds hearts firmly."

"Cut the stupid riddles!" Sora demands.

"Only if _you_ agree to stop being such a mindless simpleton!" the scientist counters. He seems actually rather frustrated now. "If you cannot escape the chain of memories binding your heart, then it is all but useless! And if your heart is not strong, then you are hardly worthy of a weapon such as the Keyblade. All you are is a slave to your twisted memories. A simple automaton, not unlike my Riku."

"He's not _your_ Riku!" Sora practically screams, grip tightening on the hilt of his blade. Suddenly, a thought hits the Keybearer straight out of the blue. "But you must have changed him somehow, right? You're the one who messed him up! Every word you've said to me is a lie, and I'm tired of hearing it! I won't be lied to anymore!"

The Keybearer charges forward, screaming like a berserker. Vexen regards him with a curious expression, hardly seeming concerned at all. After Sora's taken a few steps, the scientist waves his hand and summons a barrage of ice crystals that go flying for the boy. Sora barely slows down enough to bat away the majority of the projectiles, but it's enough of a stagger that when he reaches Vexen, the black-coated man's shield is already prepared to intercept the attack.

Sora retreats, dancing backwards a few steps and looking his opponent over as while he does. That big shield is the main problem, an effective deterrent to any frontal assaults. That means he'll have to find some way to slip behind the scientist's back, which could be difficult if…

Azlyn goes flying past the Keybearer, leaping into the air and bringing her foot down at Vexen's head. The man merely holds his shield up to block, but the knight uses the momentum it provides to flip over once again, landing behind him.

And directly on a patch pf slippery ice. With a yelp, she flails and falls to the ground. Vexen regards the display with a manic grin, before returning his attention to Sora. Cold energy gathers around his shield's tip, forming a large and very sharp blade of ice. Still wearing his sick smirk, the scientist charges forward with his frozen sword held high.

Sora raises the Keyblade to block it, but there's really no need. A fireball, courtesy of Telary, soars through the air, hitting the blade and evaporating it into harmless steam. With an advantage open, Sora strikes at Vexen's midsection. He manages to connect with a three-hit combo, sending the man back several steps. Emboldened, Sora steps forward to deliver more blows, only to find himself blocked once again.

He'd committed too much to the swing, and finds himself stumbling backwards on his feet. Right into another patch of frozen ground, sending him to the ground like Azlyn only a few moments ago.

Speaking of the knight, she comes diving at Vexen's back again, keeping quiet to avoid detection. She plants her foot in the cloaked man's back, and he stumbles forward himself. With an almost contemptuous upward swat of his hand, he summons a sharp-tipped icicle from the ground below. It catches Azlyn in the upper left arm, eliciting cry of pain. Taken off guard, she's easy prey for a chunk of ice as big as her head.

Telary reacts to his comrade's distress with another fireball, but Vexen isn't having any of that this time. Reaching his gloved hand out, the scientist somehow manages to _freeze the flame_! Telary's eyes widen at the sight, then somehow go even bigger as more frozen spears jut up in front of him. One catches the hand holding his staff, sending the casting implement flying. With another wave, he traps it in a thicket of ice needles.

The nuisances dealt with, Vexen turns back to his real objective. But when the scientist looks down, Sora is no longer there. Taking advantages of his comrade's actions, the boy has fled from harm's way to set up a surprise attack!

Vexen turns, just barely too late to block the Keybearer's blow. Staggered again, the scientist snarls viciously and summons another group of ice needles. Sora has copped to the hand gesture by now, skipping to the side and nimbly avoiding harm.

But his advantage of surprise is gone, giving him that shield to deal with again. He tries a feint, going low before switching to a high attack, but Vexen's shield is large enough to cover the difference and block the real attack. The scientist swings his weapon up to catch Sora in the jaw. His feet leaving the ground, the Keybearer lands in a heap on the grass.

Snarling, Vexen raises his shield up, its tip most likely sharp enough to go through Sora's skull even without any additional ice. It's a killing blow, and the scientist is committed. A little _too_ committed, perhaps. Sora, sitting up just the slightest bit, slashes out at Vexen's legs. He hits the cloaked man in the knee, receiving a satisfyingly ugly _pop_ as the bone breaks.

Vexen screeches in pain, falling to the side with a grimace on his face. Sora has no mercy for the older man, standing up and bringing the Keyblade down hard at his back. Crying out in pain again, the man stumbles forward, landing rather pathetically on the ground before the mansion gates. Looking up, he sees Sora standing over him. Not a speck of mercy can be seen in the boy's eyes.

"It seems that you are as strong as they predicted," Vexen says, panting like a tired dog on a hot day. "Even shackled by your memories. You _must_ be eliminated!"

Vexen gestures upward sharply, summoning more spears directed at Sora. The Keybearer hardly seems fazed, quickly swinging his blade and snapping off the deadly tips. Grunting, he delivers an upward swing that sends Vexen sprawling on his back.

"Whatever," is all Sora has to say as he steps through the quickly melting needles. "Look, this doesn't need to end badly for you, all right? Just put Riku back, and I promise to…"

Vexen interrupts Sora's offer with a laugh, whole body shaking as if he'd just heard the most hilarious joke of all time. Somehow, it even gives the man strength to rise, holding the tip of his shield on the ground for support and putting most of his weight on his uninjured leg.

"Put him _back_?" the scientist practically screeches, still cackling like a madman. "You are an even bigger fool than I had thought, Sora. That _thing_ has but one fate, my boy. To sink into the darkness!"

Sora snarls. "You're wrong…"

"And _you_ , you imbecilic little cretin, are destined for the same." Vexen's eyes have hardened, become as frozen as the deadly ice he wields. "As long as you continue to act like some knight on a clichéd quest, seeking the girl Naminé. All you will be doing is allowing the shackles on your heart to tighten, becoming Marluxia's pawn!"

"Marluxia?" Sora repeats, lowering the Keyblade and resuming a non-combative stance. Azlyn and Telary step up to stand at his left. "What are you talking about? Who's that, and what does he have to do with Naminé?"

Vexen opens his mouth to answer, presumably to answer. But no one will ever hear what he had to say, as a flaming wheel flies through the air towards him. It bypasses Sora, its heat the only real warning he has. Before he has time to flick his eyes to the side and check, the fiery projectile slices through Vexen's uninjured leg. Any words the scientist had to say are replaced by a vicious scream.

The wheel of flame circles back through the air, Sora turning to follow its journey. The Keybearer lets out a surprised gasp as Axel casually snatches his chakram out of the sky.

"Hey there, Sora!" the fiery redhead greets with a little wave, smirking like he's just pulled some schoolyard prank. "Did I cut in at the good parts? Gee, I'm sure sorry about that."

"What are you…?" Sora starts to ask.

"Axel, you traitorous _cur_!" Vexen snarls, pulling himself up entirely by his arms. Putting all his weight on his shield, the scientist sits up and gives his former comrade a venomous stare. "What do you think you're doing? This is treason against the Organization, plain and simple!"

Said cur just rolls his eyes. "You just love to talk, dontcha Vex?" Shaking his head and crossing his arms, Axel leans back casually. "Probably a little too much, I'd say. Which is why it's time to shut you up now. Permanently."

The crippled scientist gasp, a pathetic noise. "No," he practically begs, feebly raising a hand. "You can't do this, it will never stand! I am…"

"You are _nobody_ Vexen," Axel interrupts, rolling his eyes. "Just like the rest of us, who have no one to be, and yet still _are_." The assassin shakes his head, coldly sardonic. "A conundrum for the ages, huh? I guess he bright side here is that you don't have to worry about it anymore, you pathetic old fool. Huh, I guess now you _can_ tell me that I don't respect my elders."

"This will not stand!" Vexen screeches. "My work is too valuable to the Organization! The Superior won't…"

"Goodbye."

With a snap of his gloved fingers, Axel unleashes a fiery explosion on Vexen. The older man screams in pain, but it dies just as quickly as he does. Axel watches through it all, not a single hint of any thoughts crossing his face. For some reason, the scientist's corpse doesn't stick around long. Maybe burned away to dust by the intense heat, Telary thinks. But somehow, that doesn't seem likely.

Sora doesn't even take the time to analyze the man's death. He just turns to Axel, jaw dropped open wide. "W-what…" he begins, fumbling for words. "How could you just…? What _are_ you people?"

"That," Axel says with just a hint of melancholy, "is something I wish I knew the answer to myself." Darkness swirls around the fiery assassin, taking him somewhere else.

Sora, Azlyn, and Telary stand silently, all alone in the light of the setting sun.

 **And there goes the first Organization member, the first single-chapter update, and the first memory world that's not a Disney retread! This was kinda fun, as anyone who read KttK II can tell that I take a special glee in making the deaths of Organization members as grisly as possible (though honestly this one was fairly gruesome in-game as well!)**

 **Shoutout to Beserker21, OPFan37, and Spiderfan626 for their reviews! As to Spiderfan's question, Riku's side won't be explored in its entirety, but I can confirm that the real deal Riku will show up at some point.**

 **Anyway, until next time!**


	23. Separation

Larxene and Marluxia are awaiting Axel when he portals into the observation room, turning away from their crystal ball to fix him with pleased expressions. He stares back at them blankly for a moment, before letting the signature grin return to his face.

"Well, it looks like you followed your orders well, Axel," Larxene says, her sneer a bit less predatory. "And good riddance to that blabbermouth anyway."

Marluxia says nothing, just looks at the flame-haired assassin with his customary impassiveness. After spending a moment silent, just to make Larxene aware that he doesn't care about her congratulations at all, Axel speaks to the group's mastermind.

"Giving Vexen the order to kill Sora was just a way to test the boy's strength, wasn't it?" Axel asks, eyebrow just slightly quirked upward.

"Well, not _just_ him," Larxene explains, Marluxia settling back to let her speak. " _You_ were under the microscope out there, too. I mean, we had to make sure you had the balls to actually take out another member of the Organization. And whaddya know, you did! Welcome to the big leagues, slugger."

"Between the three of us, overthrowing the Superior and taking the Organization's reins should be a simple task," Marluxia says, something actually like a kind of smug satisfaction tinting his otherwise flat voice.

"I assume that's where Sora comes into this?" Axel asks, not like he doesn't already know.

"He wants to see his precious little Naminé," Larxene chuckles, leering scarily at the young girl. She hardly responds, looking down at the half-finished picture on her sketch pad. "So, we just give him precisely what he wants. Let the little asswipe _choke_ on it."

"Did you hear that, Naminé?" Marluxia tells the blond artist, looking her way much more passively than Larxene. And yet, it's the pink-haired man's gaze that makes her shake like a leaf. "Your hero is coming to rescue you. Isn't that cause for rejoicing?"

For a long moment, the girl says nothing, rocking back and forth in her chair. Then, in a quiet voice she replies, "I am… happy, yes. Very happy."

"Hold on to that, chickie poo," Larxene teases, her words spiked with threatening edges. She approaches the young girl, looming over her like an animal about to strike. "Just make sure you don't do anything that might affect Sora's feelings. As much as it pains me to say it, we're counting on you."

"I… won't," Naminé replies in her meekest voice.

"Your task from here on out is simplicity itself, my dear," Marluxia says, not sounding as reassuring as his words might imply. "Simply layer Sora's memories to bring him closer to you. Then, his heart will belong to you."

His final instructions given, Marluxia summons a dark portal to take his leave. After a moment, Larxene follows suit. Axel stands alone, looking down at Naminé with an indecipherable expression.

There's no such ambiguity where the girl is concerned. As ever, she stares down at her sketchbook. Taking a colored pencil in hand, she resumes work on her drawing. "Oh, Sora," she sighs prettily, voice on the edge of breaking. "I know you'll come for me, but… But what then?"

 **KH-KH-KH**

Yet again, Riku awaits the party as they exit into the white Castle Oblivion hallway. His blade is already in hand, poised for a battle. Sora frowns, surprised by the hostility. His companions, however, prepare for more combat.

"Why don't you ever listen to me, Sora?" Riku asks, shaking his head mockingly. "I told you, _go back_! Turn away from this whole stupid adventure before you get yourself hurt. Or worse, get _Naminé_ hurt!"

"What's with you?" Sora asks, genuinely taken aback. "Why do you still want to fight me? You're free now, Vexen is…"

"Who gives a shit?" Riku forcefully interrupts. "I don't care about that old guy. All that matters to me is protecting Naminé! She needs me, and I made a promise to be there for her. A long time ago, I promised to protect her!"

Sora's jaw drops, a warning siren going off in his mind. "You… did?" he asks in an unusually meek voice. "When did you do that?"

"A long time ago," Riku says, looking up with a wistfulness Sora finds shockingly familiar. "We were just kids, and there was this meteor shower. Naminé got really scared…"

"About what would happen," Sora finishes, his voice quiet with confusion and awe, "if one of the meteors came down at the island."

Riku's jaw drops, his mouth working a second later to form words, but coming up with nothing. "What… How do you know about this? I promised Naminé, then, that I would…"

"You said you'd protect her," Telary interjects, frowning heavily. He and his counterpart are no longer prepared for a fight, too confused to even think about it.

" _You_ know too?" Riku yells, furious. "That's impossible! How could you…"

"He knows because _I_ told him," Sora replies, still speaking in a low voice. "And _I_ know because that was _me_ on the beach that night! I'm the one who promised to protect Naminé. She even gave me her charm!" Reaching into his pocket, the Keybearer produces it. The hall's light gleams off the smooth yellow surface.

" _Why do you have that_!" Riku screams, raw fury in ever word. Reaching into a pocket of his coat, the silver-haired boy produces an item of his own: Naminé's charm yet again, a perfect replica in every detail.

"What the hell is going on here?" Azlyn hisses at Telary, looking between the two boys and their identical charms.

The wizard is silent a moment, swallowing a lump in his throat. "I… I don't know," he finally answers, biting worriedly at his lip. "But I'll tell you this, it's nothing good."

"How can there be _two_?" Sora blurts, utterly thrown. "There can't… _you_ don't… It must be…"

"I'll tell you what's happening," Riku replies venomously, shaking with rage. "That stupid little trinket of yours is nothing but a _fake_ , Sora! A cheap imitation. And fakes… fakes should be _destroyed_!"

Riku charges for the Keybearer, screaming bloody murder as he raises his sword high. Sora, still pretty shocked from everything going on, barely has the presence of mind to summon the Keyblade, raising it high to block his old friend's downward stroke.

They struggle, Riku still yelling wordlessly. For a moment, it seems the older boy's rage is giving him the advantage needed to win, but with a grunt Sora pushes him back.

"That promise was between me and Naminé alone," Sora declares, stepping forward to take a swing. Riku blocks it and the quick follow-up, taking two steps back. "If anyone's faking…"

"I am _not_ a fake!" Riku practically screeches, on the offensive again. It's all Sora can do to block the incoming, lightning-fast strikes. They exchange blows for nearly a minute straight, the silver-haired boy driving his younger friend all around the bright white hallway.

"What are we standing around here for?" Azlyn snaps to her counterpart, turning away from Sora and Riku's deadly dance. "We have to…"

Telary shakes his head, the knight instantly shutting her mouth. "Something's _wrong_ , Az. This whole situation is…" He throws up his hands, feeling helpless.

Meanwhile, Riku finally manages to catch Sora off guard. Luckily it's only a blow to the chest with his fist, but the Keybearer goes skidding backwards across the hall anyway. Smirking, Riku pounces after him. His free hand is glowing with a sickly purple light.

Azlyn recognizes the dark power immediately, free and unrestrained. Just like… something. Something she can't remember right now. But she _does_ recognize that it can only be bad news. Telary can stand around all he wants, she's going to help her friend. Gritting her teeth, the knight leaps toward Riku. Raising her shield, she blocks the dark blow.

She nearly gets knocked off her feet for her trouble, but the knight stands firm. Riku backs up and raises his sword for a downward swing, but she sidesteps it. Grunting, Azlyn sends a blow right for the silver-haired boy's face. It connects with a loud _smack_.

Riku stumbles back, pure, twisted fury in his expression. He launches forward for another strike, but his rage makes him quite easy to predict. Despite the force, Azlyn blocks his next swing easily. He switches to a low attack, but that's stopped as well. He's only getting more frustrated, pulling back to swing again.

Sora jumps in to block the blow, startling his old friend enough to gain a momentary advantage. He uses it, slamming Riku's sword down and delivering a series of blows against his chest. Crying out in pain, Riku unleashes a desperate punch to Sora's jaw. It's strong, sending the Keybearer stumbling backwards.

Through the pain, Sora manages to unload one more powerful swing. It takes Riku across his upper chest, hard enough to get him airborne. Screaming in frustration, the silver-haired boy lands hard on his back. There's a loud _clink_ noise, as Naminé's (fake?) charm flies from his pocket and bounces across the floor.

Sora stares down at him, breathing hard. The sight of his best friend, laid low by the Keybearer's own hand, temporarily shocks him from the rage that had consumed him.

"Riku…" Sora says in a soft, almost impossible to hear voice. Riku says nothing, just staggers to his feet, turns tail, and runs up the hallway. Once he's gone, Sora dismisses his blade.

Azlyn is already ahead of the Keybearer, stooping low to examine the pendant left on the ground. "What the hell…" she mutters to herself.

"I just don't understand it," Sora says, walking up to the knight and holding his hand out for the charm. She gives it to him, concern etched on her face. He examines the object, and there's no doubt in his mind that it is identical to the one he has in every way. "How could _he_ have it…?"

No one responds, too distracted by the sudden glow surrounding the pendant. The trio avert their eyes, and when they look back, they find that the charm has been replaced by a single card. Peering down at it, Sora is shocked to see the picture of an ocean covered world, two distinctly familiar islands rising from the water. His mouth drops open. Could it be…?

"I'm calling time out," Azlyn suddenly declares, startling the boy from his reverie. He looks back to see her scowling. Then, with a sudden movement of her head, the knight looks to him. "This isn't making any sense, and I'm confused. How did…?"

"It doesn't matter," Sora interrupts resolutely. Noticing the shocked looks his words invited, he sighs and shakes his head. "Look, we can't get distracted by…"

"It _does_ matter, don't be an idiot!" Azlyn counters, stepping up to the Keybearer. "How can you and Riku have the same memory? There's no way that you're _both_ right."

The boy scowls at his companion, a look she's so far only seen directed at villains. The sheer strangeness of the situation shuts her right up, even sending her reeling back a step.

"So, I'm wrong then, huh?" Sora practically yells, crossing his arms indignantly. "What, you think I just made it all up?"

"That isn't what she's saying, and you know it!" Telary declares, proving definitely that this is _not_ a day for following usual scripts. "I agree with Azlyn, Sora. Stop being an idiot. Can't you see that something is going on?"

"I see exactly what's going on!" Sora counters angrily. "You're stopping me from helping Naminé, my _friend_!" Realizing that he's stepping close to a line, the Keybearer takes a deep, calming breath. It does some good, but not much. "Let's just ask her about this, okay? I'm sure that once we see her, she can clear everything up about Riku and me."

Telary pauses for a moment, realizing that this is the moment he's been dreading. Still, despite his worries he knows that he can't hold back any longer. "Sora, this is all wrong. Something's happening to you, and I don't like it one bit."

The Keybearer scoffs. "What are you talking about? Man, Tel, where do you get off calling me an idiot when you're the one who's…"

"It isn't just him, Sora," Azlyn chimes in, for once being the most gentle-spoken person in the conversation. "I can see it too. Honestly, it's like you're going freaking crazy! Before we came to this castle, you didn't even know who Naminé was. Now, it's like she's all you can talk about, think about."

"I… I forgot her," Sora defends himself in a quiet voice, looking to the floor. When he looks up, anger shines in his blue eyes like a raging fire. "I broke my promise, forgot it. But now that it's coming back, of _course_ I'm worried about her! She's been captured by the bad guys!"

"Who have made no effort to conceal that fact," Telary says, frowning. "Every time we see those cloak people, not to mention Riku, they just keep driving you higher up the castle, deeper inside. And every time _that_ happens, you 'remember' more stuff about Naminé." Taking a deep breath, the wizard drops the bomb. "But there's something off about this, Sora. About Naminé. I didn't want to say anything, but every time you mention her, I just feel this overwhelming sense of _wrongness_. Things aren't what they seem, Sora. You have to think this through, just a little."

"I know what I have to do," Sora replies, practically spitting the words out. "I have to save Naminé, and I can't do that if I'm sitting around 'thinking it over'. You two can do what you want. Hell, lay back and take a nap for all I care. Leave me alone, and I'll rescue Naminé myself! I'll fulfill my promise to my friend." He sneers, an utterly baffling and alien expression on his normally kind face. "To my only _real_ friend!"

He's had enough of this. With one last scowl at his useless, so-called "friends", Sora turns tail and runs up the stairs, ignoring the cries of his former companions to come back. He runs, and he keeps on running until he reaches the door at the end of the twelfth floor hall. Holding back tears of frustration, the Keybearer thrusts his sole card upward.

The door reacts as usual, opening up and spilling out light. With a resolute heart, absolute conviction, and an overwhelming sense of loneliness, Sora runs through into his memory.

 **KH-KH-KH**

"P-please," Naminé practically begs in a small, weak voice. Sitting in her chair, she looks to Axel with pleading eyes. "Turn it off, I don't want to see any more."

"Sure thing, kiddo," Axel replies, oddly tender. Of course, she knows he doesn't really mean it, but it's the thought that counts. With a wave of his hand, the fiery-haired man clears the image from the room's orb.

"It's all my fault," the girl sighs, more to herself than the man guarding her.

"I hate to say this," Axel chips in without prompting, "but you're right on that score." He approaches the artist, cautious and almost friendly. "Seems you're all he's got left though, huh? If anyone can save him, it's _you_ Naminé."

She looks up at him, clearly confused. "I… I can?" She looks back at her sketchpad, shaking her head. "N-no, no. It's too late. There's nothing I can…"

"Hey, don't give up just yet," Axel says encouragingly. He kneels down, getting closer while maintaining a more respectful distance than his cohorts ever did. After a brief pause, he looks around the room with exaggerated care. "Wow, sure is quiet around here. Marluxia's off getting geared up for the big finale, and who the hell knows or care what Larxene's up to. Just lil ol' me, and lil ol' you."

Naminé turns her head to the older man, one eyebrow slightly raised. "Are you…? What, exactly, are you saying?"

"Saying?" Axel scoffs, standing up quickly and taking a few steps away. "Why, I'm not sure what you're talking about there, Nam." The girl can't see it, but he allows himself a small, smug smile. "Of course, I guess what someone _could possibly_ take away from what I just said…" He turns back to her, his grin growing slightly larger, more cocky. " _Might_ be that there's really no one around to stop you. From doing whatever you want." He takes a single step closer, looking down at the girl with practically glimmering eyes. "So then, Naminé. What is is that _you_ want to do right now?"

For a moment, the girl is speechless. No one has ever asked her that question before. Her whole existence has been nothing but taking orders, and finally an opportunity has come. To make her own decision, choose her own path. All she needs to do is find the strength.

She stands, sketchpad laying abandoned on her chair. Glancing at it, Axel notes that the scene drawn on it is one he hasn't seen before. Naminé flips the page over, revealing a card underneath. It depicts a new world, where a bright, cheerful castle rises above a city that is much the same.

"You know w-what this is for, right?" she asks Axel, with only the slightest trembling trepidation. "Who t-to give it to?"

He takes the card, giving the girl a jaunty wink in exchange. "I'm sure I can figure it out. Now go, Naminé. And make sure to do it _right_."

"I will," she declares, without any sign of hesitation or doubt. With one last grateful nod to Axel, Naminé rushes from the room, on a collision course with destiny.

The cloaked assassin watches her go, wearing a smirk all the while. "Well now, _this_ should certainly be good," he comments to himself, chuckling. "The players are all in their places, the stage is set… Curtain call time, baby." The chuckle turns into a hearty, full-throated laugh, as Axel throws back his fiery mane. "Sora, Riku, Naminé! Marluxia, Larxene! Oh, it's about time you gave me one _hell_ of a show!"

He continues to laugh for a long minute, for the first time feeling like he might actually mean it.

 **KH-KH-KH**

"We were too late," Telary sighs, sinking to the floor like a heavy weight has been suddenly draped across his shoulders. "He's gone."

"That hotheaded idiot!" Azlyn rages, kicking at the closest pedestal. The stone column shifts slightly, sending the glass orb decoration atop it to the floor, where it shatters into hundreds of pieces. "And this is _me_ saying that!"

"He shouldn't have talked to you guys like that," Jiminy declares, shaking his head. "I swear, I never saw him so angry before!"

"They're doing something to him," Telary declares, standing up with a bit of help from Azlyn. "Those, those _bastard_ s have got to be messing with Sora somehow."

His counterpart raises her eyebrows at the language. In it's own way, seeing Telary get this worked up is just as odd as seeing Sora do the same. And yet, in Sora's case, she certainly hadn't found it this… well, this _attractive_.

The knight shakes her head, clearing it of that sudden thought. This is certainly no time to be thinking about… things of that nature. "We have to go after him," she says, looking to the closed door. "But how the hell are we supposed to do that if we don't have any cards?"

"Oh, I wouldn't give up just yet," declares a familiar, smarmy voice. Turning towards its source, Azlyn, Telary, and Jiminy find themselves face-to-face with Axel. He stands just past the end of the staircase, regarding them all with crossed arms and a smirk.

"You're a part of this," Telary says, drawing his staff from its holster. "You're messing with Sora somehow, and you better tell us or…"

"Whoa, whoa!" Axel holds up both gloved hands, revealing that one holds a card in it. The Disney Castle pair's eyes immediately fixate on the object. "Hold your horses a second there, kiddos. I come in peace."

"What's with the card?" Azlyn demands, flourishing her shield menacingly. "You better be straight with us, or you're leaving in _pieces_!"

The quip earns a minor chuckle from the flame-haired assassin. "Okay, okay. Truth only, alright?" He smirks, private glee dancing in his eyes like bonfire flames. "Cross my heart." With a snap of his wrist, he hurls the card toward the pair.

Azlyn snatches it from the air. Making sure Telary is ready for an attack, she risks a glance at its face. What she sees there steals her breath away. She nudges her counterpart, taking the duty of watching Axel as Tel takes his own look. Judging by his gasp, the wizard is just as impressed.

"Why are you giving us this?" he asks, more like a demand. "Is this some kind of trap?"

"Relax, my fellow crimson-haired comrade," Axel says, his tone light and jokey. "No tricks here, other than the usual of course." He puts his hands on his hips, giving the pair before him a cocky grin. "Besides, how else are you gonna follow Sora, hm?"

"He's got a point fellas," Jiminy chimes in. "I may not trust this guy, but you can't deny that he's giving us our only option here."

For a long moment, the hall is silent. Then, very reluctantly, Telary lowers his guard. After a few seconds, Azlyn follows suit.

"I guess thanks are in order?" the wizard says, slow and cautious as ever.

Axel just shrugs. "Hey man… it's nothing!" With his duty apparently fulfilled, the smirking assassin disappears in a swirl of darkness.

Azlyn, Telary, and Jiminy are left alone to contemplate their gift. "What if he lied? What if it's a trap?"

"He made a good point about there being no other way," Telary counters. He looks at the card again, suddenly feeling an overwhelming sense of determination welling up inside. "Besides, you can't deny that this is piquing your curiosity a little."

"True," Azlyn replies with a smile. She's still holding the card, and she taps it nervously against her other hand. "Well, I guess there's no reason to stand around with our heads up our asses."

Telary frowns. "You realize how ironic that is to say, given what we were just telling Sora?"

"Hey," the knight replies, sauntering up to the door, taking some small pleasure in the way she knows Telary is watching her walk, "one irrational person is dangerous. At least two irrational people can watch each others backs."

Tel raises an eyebrow. "Not sure that logic tracks, Az."

She throws a look over her shoulder, unconsciously sending it straight into "flirty" territory. "You gonna stand around all day, or what?"

"No," the wizard sighs, stepping up beside his longtime counterpart. "Let's go see just how crazy we are."

 **Ooh, exciting stuff here in the leadup to the endgame. Next time, we follow Azlyn and Telary through a little duo adventure. That may take a bit of time, since I'm making up the memory story from scratch, plus working on getting the next part of Life Goes On out, but rest assured it won't be too terribly long.**

 **Uh, no shoutouts this time. Kind of a bummer, but what are you gonna do? Anyway, see ya next time!**


	24. Companions

Another castle rises into the air, as different from the other she had drawn as night and day. It shines brightly, white, blue, red, and gold providing a perfect compliment to the crystal clear sky above it. A bustling metropolis exists beyond it, but that isn't important at the moment. All that matters is what is inside that castle.

This illusion has been crafted differently, with more subtlety and care. Carefully constructed in secret moments away from prying eyes, perhaps this will be the first step on redemption's road.

Disney Castle

Azlyn and Telary gaze around in awe, their jaws dropping nearly to the floor as they take in their destination. Somehow, they have returned to the beautiful gardens of their beloved Disney Castle. It all looks just the same, a ring of multicolored flowers surrounding the exquisitely sculpted bush cut to resemble a scale model of the castle itself. From there it's nothing but dirt pathways and green grass winding around yet more styled bushes.

And rising into the air above it all stands the gleaming white facade of Disney Castle.

"So, this is where Axel wanted us to go," Azlyn says as she looks around, trying hard to keep a cool head. Somehow, this world visit seems different than the others. It's like she's more aware, not wrapped up inside an obscuring illusion. "Wonder why?"

"If we've learned anything about those black cloak guys, it probably isn't something good," Telary chimes in. But even as he attempts to remain cautious, the wizard can't help but feel his heart soar at the sight of the home he departed so long ago. "Looks like nobody else is around, anyway."

"We'll run into someone eventually," Azlyn assures her partner. "That's kinda the way these things work. Maybe we just need to kickstart things ourselves, get a good look around the place. We oughta run into somebody eventually if we do that."

The wizard nods at the suggestion. "That's not a bad idea, Az."

"Why is it," she sighs, shaking her head exasperatedly, "that every time someone says that to me, it sounds like they're surprised?"

"Oh, I'm sorry," Telary apologizes, taking his counterpart's hand and looking at her straight on. "I definitely didn't mean it to come out that way. Of course I'm not surprised. You have lots of good ideas."

For a moment, the pair just stay that way, staring at each other while an odd tension grows between them. Finally, Azlyn extricates her hand from Tel's, coughing to hide the awkwardness. "Anyway, uh, where should we start looking?"

"I think the Gummi hangar," Telary answer, turning towards the secret entrance inside the castle shrub. Conveniently, the movement also hides his blushing cheeks. He opens the double-door entryway, revealing the steep staircase leading downward.

From the carefully sculpted beauty of the garden, the pair descend into the castle's mechanical underbelly. Telary can hear the whir and grind of gears, the pumping of pistons, rising up to greet him. Even more than the gardens, this feels like coming home.

But the recreation is not exact from the wizard's memory, he finds when they emerge from the staircase into the hangar proper. It's much smaller, cruder and cramped. Instead of the two platforms Telary remembers, only one small landing pad sits on an elevated column.

"What's going on?" he wonders aloud, looking all around for any more small details he can notice. There's no control booth, no fuel tower. Not even the signature gloved hands move back in forth on their tracks above.

"It looks like they just built this place," Azlyn notes. "And fast, like they weren't sure what they were doing. Do you think…?"

The sound of (very tiny) footsteps approaching shuts the knight's mouth almost instinctively. Turning to the noise's source, the pair see Chip and Dale, Disney Castle's foremost Gummi mechanics, skittering towards them. Instead of their signature yellow aprons, though, they wear casual outfits. For black-nosed Chip its a battered old jacket and fedora, while red-nosed Dale sports a rather loud red button-up shirt.

Telary opens his mouth to ask the engineers what is going on here, but they simply run straight past the wizard and his counterpart, ignoring them as if they don't exit. They turn to watch the small engineers scamper on along, heading towards the small platform. Right before their eyes, fading into view as if from the shadows of memory itself, is a small, crude-looking Gummi ship. It hardly looks big enough for one, quite unlike the three-cabin vessel that had conveyed the pair and Sora from world to world on their last adventure.

A rectangular section of the hull, a few feet tall and about half as wide, suddenly slides open with a pneumatic hiss. As a ramp lowers to the platform floor, three small figures depart, all holding hands. First in the line is a small boy, his red hair sticking up a bit messily. Then comes a blonde girl with her hair in pigtails.

And finally, a round-eared mouse dressed in a red Disney Castle jumpsuit. He's clearly the leader of the group, and of course Azlyn and Telary recognize him straight away.

"It's the king!" Azlyn blurts, grabbing Telary's hand simply to get some stability. It feels like a lifetime since the pair have seen the mouse that had taken them in and raised them. "But who…?"

Before Azlyn can finish formulating the question, Mickey is speaking to Chip and Dale. "Hey fellas," he says with a polite nod of his head. "Everything run smooth around here while I was gone?"

"Sure did, Your Majesty," Chip says, awkwardly casting glances at the children from the corner of his eye. "You know Queen Minnie, she's always on the ball."

Mickey smiles fondly. "Yeah, that's why I left her in charge." Shaking his head, the king mutters, "Learned my lesson last time."

"R-right," Chip stammers, lifting his fedora and scratching at the top of his head. "So, uh, who…? Uh, _how_ was the trip?"

"And what's with those kids?" Dale demands, far less tactful than his brother. "Kinda funny looking, if you ask me."

Rolling his eyes, Chip hits his lackadaisical brother hard on the shoulder. "Well nobody _did_ ask you, ya loudmouth bum!"

The blonde girl giggles at the small exchange, while the redhead studiously directs his gaze up to the hangar's ceiling. Whatever he sees up there begins to interest him immediately, eyes flitting from machine to machine.

"It's alright, fellas," the king calmly assures his engineers. "These guys are just gonna be our guests for a little while, okay?"

"They in some kinda trouble?" Dale asks, earning himself yet another growl from Chip.

"To tell ya the truth," Mickey replies with a sad sigh, "I really think they might be. That's why they'll be staying with us, probably for about a week. Though I guess it could be longer, so… Let's just call it 'indefinite', okay?"

"Whatever you say, Your Majesty!" Chip declares straightening up and delivering a crisp salute. Dale attempts to do so as well, but ends up smacking himself on the forehead by accident.

"I'm gonna go talk to Minnie," the king says, the reasons for that decision quite obvious. "Ya might wanna give the ship a good once over. Prototype VI did pretty good for its maiden voyage, but there was this weird rattle that started up when we were about a day out."

"We'll check it out right away, King Mickey," Dale says, his usually lazy voice becoming quite a bit perkier around this subject. With that, the chipmunks hop up the Gummi ship's ramp.

"They were weird," the blonde girl says as soon as they're gone, frowning. She looks up at Mickey, expression not lightening any. "So are you. What's going on again? Why'd we have to leave…?"

"I'll explain it to ya again on the way, Azlyn," Mickey interrupts.

At the mention of her name, grown-up knight Azlyn's eyes widen, as do Telary's beside her. She'd of course deduced the little girl's identity, her own identity, pretty much they second she'd lad eyes on the memory. But to have real, actual confirmation like that… It's jarring, to say the least.

"C'mon, Tel," Mickey encourages his other guest. At the mention of his name, young Telary's gaze drops immediately back down to the mouse addressing him. "I know from all your button pressing on the ship that you like machines, but we gotta go talk to the queen."

"A queen," small Tel repeats, looking quite taken aback. Smiling, Mickey begins walking, tugging the children along behind him. "Oh boy, I never met a queen before. What's the rules for that?"

"Ugh," little Azlyn declares with an exaggerated eye roll, just as the group is passing by the older knight and wizard. "All you ever think about is rules, Tel. You're like, the weirdest of all." They start up the stairs, and soon are gone from sight and earshot.

Azlyn and Telary just stare after them, mouths opening and closing without letting anything out.

"That was _us_ , right?" Azlyn asks after a whole minute of silent shock. "I mean, of course it was, but… But that doesn't seem right, right?"

"Not according to the story we've always been told," Telary answers, shaking his head. "I mean, that certainly wasn't being left on the doorstep in a basket, no was it? We weren't even babies! And, and the Gummi ship. The only reason for us to come in the Gummi ship would be…"

"If we're from a different world," his counterpart finishes for him, putting a hand to her forehead. "I guess that explains the whole 'humans' thing, huh?"

"But leaves a lot more questions." Telary winces, feeling the sharp sting of another headache coming on. Obviously this one has nothing to do with blindingly white castle walls.

"Could be some kind of trick?" Azlyn suggests, no sounding like she believes her own suggestion. "Maybe Axel gave us some kind of trap card?"

The wizard is just as skeptical of that idea. "No, I don't think so. As confusing as what we just saw was, it felt… it felt very _real_ , y'know? Look, all we can do is keep moving forward, right? The king said he was taking them to Queen Minnie so… probably the audience chamber?"

A course of action agreed upon, the partners head back up the way they came. They walk in complete silence, understandable since they have so much to process. For a few moments that means absolute quiet, but soon enough they begin to hear noise coming from above. It doesn't sound good either, like there's something big stomping around without any consideration for causing damage. Worried, they pick up the pace.

Azlyn and Telary find themselves back in the garden, but it hardly looks to be the peaceful place it was upon first arriving. The Heartless have come to Disney Castle, ravaging about the meticulously planned and cared for foliage with the clear intent to wreck it all. Even though the force consists mostly of weaker types like Shadows and Soldiers, they're doing a great job of causing havoc.

"Even here…" Azlyn mutters, reaching back to remove her shield from its place on her back. 'Just doesn't seem right, does it?"

Telary, drawing his staff, nods in silent concurrence. Not only does it simply feel as if a place of wonder and nostalgia has been invaded, but some nagging part of his brain (probably the one shouldering the majority of his current headache) is insisting that this is not only wrong, but outright _impossible_.

Still, they must do their duty to the castle. Azlyn leaps forward, kicking down a Soldier as she slashes another with her shield's edge. The second Heartless stumbles forward, then recovers more quickly than the knight has ever seen. It slashes at her, the sturdy disc of her shield only barely taking the blows as the creature's claws throw up a scattering of sparks. She pushes against it, then reaches it with a punch in its face hard enough to send its head spinning 90 degrees.

Telary fries a group of Shadows with a large fireball, only for still more of the inky black buggers to rise up as well. He grimaces, desperately swinging his staff in a wide circle around himself to knock them away. His attack smacks into a trio of the Heartless, but another one ducks the swing in its 2D ground form, then leaps up to attack the wizard directly.

Gasping, Telary stumbles back as he feels a few claws attempting to dig through the fabric of his vest and shirt. The Heartless is obviously at too close a range to hit with his staff, so instead he reaches out his free hand, grabs the Shadow around the scruff of its neck, and flings it back to the ground with its friends. Quickly raising his wand, Telary calls down a deluge of lightning to defeat the beasts for good.

With a loud series of _thumps_ a Large Body comes rushing from seemingly nowhere, barreling on a straight course for Azlyn. The knight is still fending off the last of a Soldier cohort. She notices the coming attack, but there seems to be little she can do about it. Unless, that is, she can somehow use the Heartless's move to her advantage.

She waits a moment, fighting it out with her enemies like a dedicated berserker. Then, just as she can feel the ground shaking from the large footsteps coming her way, Azlyn leaps up into a backflip. She turns once in the air, directly over the charging Large Body. Instead of crushing Azlyn, the creature's bulk smashes through the ranks of Soldiers.

The armored obstacles trip the round creature up, and it ends up flopping belly first into the ground. With the monster's vulnerable back exposed, Azlyn hurls her shield straight towards it. The impact clearly shakes the Large Body up, leaving it easy picking for a cluster of lightning bolts, courtesy of Telary.

The partners reconvene by the sculpted castle, quite winded from their battle experience. Azlyn huffs out a sigh and plops down to sit, a virtually unheard of occurrence.

"You okay there?" Telary asks, just making sure like he always tries to.

"Yeah, just fine," his counterpart replies, feigning nonchalance with a demure shrug. "But, is it just me or did, uh, did those Heartless guys feel a lot tougher than usual?"

"I have to say that they did," the wizard agrees, frowning. "I wonder if not having Sora with us is making things harder. Maybe there's something about the Keyblade that helps us defeat them more easily."

"Well, whatever it is," Azlyn says with her breath fully under control, standing up straight, "we're just gonna have to get over it. I don't know how those Heartless mix with the phantom whatever we've been seeing, but I bet it ain't good. We should get to the throne room."

So they do, taking the garden exit into one of the many halls of Disney Castle. It's all decorated just as they remember it, the red carpet running along the ground like a crimson highway. Grandeur is the name of the game, with ceilings soaring so high above you could almost fly a small airplane through the halls. Azlyn and Telary take it all in, until they get through into the colonnade. Sunlight streams in from the spaces between the thick columns on the grand hall's left side. The view is spectacular as well, straight out into another beautiful garden.

But all the grandeur of the corridor's left side (if you're going in towards the library) is dwarfed by the huge, magnificent doors to the Royal Audience chamber. They stand at least thirty feet high, a beautiful light purple decorated with the three-circle silhouette of King Mickey's emblem. They're terribly impractical for actual use of course, but luckily there's a trick built. Telary lightly raps his knuckles against a section of the lefthand door, and with a small _click_ a smaller door, around six feet in height, swings open.

King Mickey is already inside the huge Audience Chamber, along with Queen Minnie, Captain Goofy of the Royal Guard, and resident wizard Donald Duck. Young Azlyn and Telary are along too, of course, but they simply sit on the edge of the raised dais where the king and queen's thrones are.

It appears that older Azlyn and Telary have missed most of the conversation, which seems to just be wrapping up.

"Oh, the poor dears," Minnie says, shaking her head as she gazes sympathetically down at the children. Looking back to her husband, she says, "Of course, they can stay just as long as they need to."

"Hopefully, we'll be able to get them back real soon," Mickey assures the queen, patting her hand. "But until then, we treat them just like we would any other guest." He turns to his old friends. "Got that?"

"Well of course we will!" Goofy promises with his usual good cheer. "Y'know how much I love bein' around kids, Your Majesty."

"As long as they don't go poking around where they shouldn't," Donald grumbles, his feathered arms crossed sternly. "My sister's kids are barely crawling, and they're already getting into everything in sight!"

"We'll try n-not to be any t-t-trouble, sir," young Telary assures the court wizard, who looks like he might just about melt from the cuteness.

Little Azlyn just shrugs. "I'll try to, I guess. But all the people at the orphanage always said I'm, uh, r-rambictous?"

"Ram _bunctious_ , Azlyn," Telary gently corrects her. The adults in the room watch the kids' exchange with fond expressions.

"Well," Minnie says, putting a great big smile on her face, "I suppose we should show you to your new rooms now." She reaches out gloved hands to the children, who warily stand and take them, allowing themselves to be led away.

"Oh man," Goofy comments as the queen and children begin the long walk across the audience chamber. "That mighta been the saddest thing I ever heard."

"So, you've got no idea where that girl went?" Donald asks, shaking his head. "Sounds like there are some fishy things going on in this Rad…"

Whatever else was said in that conversation must have gone unheard by the young Azlyn and Telary, as suddenly all the figures in the chamber fade out into ethereal mist. Once again, present-day Azlyn and Telary are left with nothing but their thoughts.

"Sounds like there are a lot of things we weren't told about how we got to the castle," Azlyn grumbles, shaking her head incredulously. "Can you believe that, the king and queen and Donald and Goofy and _everybody_ just lying to us for years?"

"Now, now just c-calm down there, Az," Telary tries to reassure his counterpart, though he's hardly sounding confident himself. "We don't know all the information, obviously. Heck, we're not even sure _why_ we were brought here, or from _where_. I mean, a lot of bad things were going on in the worlds at this time, right?"

If he wracks his brain, the wizard can just remember the fact that for almost a decade before Sora gained the Keyblade, the Heartless were marching across the universe in their fervent quest to… do whatever it is that the Heartless were so set on doing. It seems as if even the important, big picture details of their lives are slipping away.

"Let's just go and see if there's anymore info we can get from these weird ghost-things," Azlyn suggests. As they begin walking, she shakes her head. "This is so different from all those other worlds we fake traveled to. The people there talked to us, and here it's like we're just a pair of flies on the wall. I guess I just can't shake the feeling that this is some kind of trick."

Telary really doesn't know what to say as they step out into the hallway. More time seems to have passed than he'd thought, considering the dusky twilight sky now showing through the columns.

"Now," he says, pausing to think, "the queen said she was taking us to our rooms, which were… Uh, somewhere on the… Uh oh." The wizard shakes his head sadly, disappointed in himself. "I don't remember. My own room that I lived in for years, and I can't even…"

"Relax," Azlyn says with a confident hand on his shoulder. She gestures forward, where a single door awaits at the hall's far end. "Just keep moving ahead, alright? If we're really meant to see all these old memories, we'll get there soon enough, right? Take a breather, man."

"You're right," Tel admits after a few moments of simple in and out breathing exercises. "Thanks. Let's just keep going, alright? Good idea. Keep going."

And so they just keep going.

Despite just how long the hallway looks, mos of that is mere illusion caused by ceiling height and the sheer splendor of being inside a castle. So, it takes at most thirty seconds for the pair to reach the library's door. Telary, ever mindful of politeness, opens it up to let Azlyn go in first. When he follows her, the wizard stops himself short.

Instead of the cozy library, he finds himself staring down a small bedroom. _His_ bedroom to be exact. He might not remember where exactly it was, but the sight of it is something Telary is sure he could never forget. Moonlight shines down from a large window, directly onto a four poster bed with bright blue sheets. Young Telary sleeps beneath the covers, but it is hardly a sound slumber. He shakes and shivers, clutching at his pillow so hard it might just burst right open. Listening closely, his older self can hear the boy whimpering.

Finally, the redheaded youngster awakes with a start. His whimpering gives way to a small, sad cry. Sitting up, he looks frantically around the empty room. Both Telary and Azlyn feel the immediate need to go comfort him, but of course by now they've realized that affecting this world of memories is beyond their ability.

But, as it turns out, that's all unnecessary. The room's door creeps open, light from the hall spilling into the darkness. A small blonde head emerges from the crack, her face obscured in shadow. "Tel!" the little girl hisses, looking around the space. " _TEL_!"

"Azlyn?" young Telary says, cocking his head as his young friend slips entirely into the room. "What are you…?"

"I can't sleep," little Azlyn explains, shrugging as she crosses the floor and hops up into her friend's bed. "I wanted to get a glass of water, and then I heard you in here. You okay?" Before the boy even has a chance to properly answer, she cuts him off with a stern, "Don't lie to me either. I can always tell when you lie."

Heaving out a great sigh, young Telary falls down on his back. Azlyn moves in closer, getting under the covers and cozying up to him without the slightest hint of shame.

"I dreamed about _her_ again," the boy finally admits, and for some reason older Telary can't help but feel there's something missing from the statement, deliberately obscured. "I've been having the same dream for a while now." He shakes his head, sighing again. "Eight years old and freaking out about silly old dreams. You must think I'm a baby."

"Do not!" young Azlyn disagrees quite vehemently, sitting up so she can peer down at the boy. "Well," she admits after a moment, "okay, there are a lot of times I do, like when you won't climb the hedges with me, or when you freak out about stepping on an ant… But not for this." She settles back down, hands behind her head as she gazes up at the ceiling.

"I wanna go home," Telary declares mournfully. "I miss my _real_ room, and grandma, and _her…_ This place is nice and everything, but it just doesn't feel right."

"You think we'd get used to it," Azlyn concurs, the pillow fabric rustling as she shakes her head. "We've been here a long time now."

"A month," Telary confirms. "That's a lot longer than King Mickey told us at first. He said it wouldn't take long, but it has. Maybe that's why I started having these nightmares." The boy shivers. "I just wish this would all go away."

"It'll be over soon," Azlyn says, once again turning to snuggle with her friend. "It's all gonna be alright." She yawns, settling in further to go back to sleep. "We'll be back home in no time…"

As the children finally achieve sleep once again, they fade out of existence, leaving their older counterparts alone yet again.

"I guess things got a little more complicated, huh?" Azlyn notes. Turning to Telary, she finds the wizard simply looking at her with a fond smile. "Uh, what's with the face?"

"You were just really sweet back then," he says, grin only enlarging. "Not, uh, that you aren't like that now. Well, okay, you're not as much, but…"

The knight just shrugs off his awkward flailing. "Well, y'know, I guess I just really cared about you. Uh, not that I don't now! I mean, I guess, that I always have your back."

The doorknob suddenly turns with a loud _click_ , interrupting the pair's conversation. Into the room (which is now bathed in bright daylight) strides an odd-looking man. He wears a blue robe and hat, and a grey beard reaches down to his stomach. Adjusting the small spectacles he wears, the man strides further into the room.

Young Telary is sitting on the bed, looking warily at the strange man. In fact, he looks downright terrified. His hair sticks up every which way, and has quite prominent bags under his bloodshot eyes. Judging by the how shiny his face is, it's clear the little guy has been crying quite a lot. Most likely when he _should_ have been sleeping.

"Oh, that _does_ look quite serious," the bearded man declares after only a moment's observation.

"Ya think?" young Azlyn yells from the doorway, coming in with the queen by her side and Captain Goofy behind. "He hasn't left his room for days, and he won't sleep, and…"

"Please, try to stay calm, Azlyn," Minnie advises the blonde girl, placing a gloved hand on her shoulder. "Let Mr. Merlin take care of Telary. The king said that if anyone can help, it's him."

Little Azlyn shrugs the queen's hand off, frowning darkly. "Okay, I guess. But if he does anything to hurt Tel…!"

"I suppose that there is _one_ idea," Merlin says, fiddling with one of his wide sleeves. "It would certainly help the boy in curtailing his nightmares but…" He sighs, taking off his glasses and cleaning them on his robe's lapel. "I'm afraid that it is a rather, erm, _extreme_ way of going about it."

Minnie frowns, the word "extreme" throwing her for a loop. "Extreme how, exactly?"

"Yeah?" Azlyn chimes in, only getting more incensed. "I told you, old man, if you're gonna hurt Telary, I'll kick your butt!"

"Azlyn!" Minnie declares, hand flying to her chest. " _That_ is certainly not the correct way to express yourself. Where did you even hear such a thing?"

"Master Donald says it all the time," the young blonde replies. Behind her, Goofy nods his agreement.

The queen sighs, shaking her head exasperatedly. "I knew it was a bad idea, asking him to babysit."

"Er, as I was saying before," Merlin continues, a bit flustered by all the interruptions. "There is a way to cure the boy of his night terrors. Even help him better integrate into your world." He pauses a moment, wringing his hands. "There is, however, a rather serious drawback. Quite serious indeed."

"What is it?" Minnie asks, her minor frown becoming a full-on grimace.

"I know a spell, quite powerful, that can make a person forget," Merlin answers, licking his lips. "People, places, events… Everything but the basics of their personality, the individual's 'core' you might say. If I performed this spell, all of young Telary's knowledge pertaining to his home would be… Hidden, I suppose you might say, where he could not access it."

"Well that's stupid!" Azlyn declares immediately. "Make Tel forget everything about home, about _her_? What would happen once we go back?" She turns to Minnie. "You said that we're gonna be able to go back home anytime now. Tel wouldn't want…"

"Az," Telary says, the single word startling everyone else in the room. They all turn to look at him, finding the redhead staring back at them all with a melancholy look on his face. It's the kind of look that should never appear on a child. The kind that can only be achieved once innocence has been lost. "We're not really gonna go back soon, are we?"

Queen Minnie flounders for a moment, mouth opening and closing as she attempts to find some way to remedy this situation, assure the child in her care that he and his friend are of course going to return home any day. Finally, she can only sigh, hang her head, and sadly declare, "No, Telary. I'm afraid that you aren't."

"W-what?" Azlyn whimpers, looking up at the queen with tears in her eyes. "What do you mean? But I…"

"Our world has, I'm afraid, been lost to us," Merlin answers for the queen, his words weighed down by sadness. "It happened not long after the pair of you were brought here, in fact. Perhaps someday there can be hope of returning but… Well, for now the future is quite uncertain in that regard."

"I thought so," Telary says after a long moment of silence. His entire demeanor has changed, no longer afraid but rather filled with quiet determination. "I kinda figured it out after the first week, actually."

"N-no," Azlyn says, sitting on the floor with tears running down her cheeks. "That isn't true… It's all gone? The pretty castle, all those nice gardens, the candy store…" Minnie attempts to comfort the girl, but she simply stands and moves to the bed. Jumping up, she scrambles to sit next to Telary. Looking up at Merlin, determination shining in her eyes just as much as tears, she says, "Do it to me too."

"Are, are both of you really sure about this?" Minnie asks, approaching the children.

"I know I am," Telary says resolutely. "I can't keep… Keep being afraid like this. I like this castle, but as long as I remember all the bad stuff, I won't be very happy at all."

"Me either," Azlyn concurs. "Just take it away."

"Well, if that is your decision," Merlin says, standing up and pulling a thin black wand from the sleeve of his robe, "I suppose I had better get started, eh? Now, both of you just lay back and hold still…"

As the wizard raises his wand to the sky, inky black energy begins to radiate out from it. The real Telary frowns, staring hard at the leaking darkness. No one in the memory seems to be noticing it, which either means that it's an ordinary side effect of Merlin's spell, or that they don't see it at all. Suddenly, the wizard is struck by the sudden feeling that this is no illusion.

Azlyn tenses beside him, instantly sensing the same notion. The black smoke twists and tangles upon itself, solidifying into a menacing form. It falls to the floor and lands like an inky stain, until creatures begin to emerge from the puddle. Like Shadow Heartless, but longer and leaner, far more deadly looking. When all is said and done, six Neoshadows charge at the knight and wizard with animalistic bloodlust.

Telary's casting magic quickly as he can think, a wave of fire crashing against the creatures. It slows their charge, but not by much. They keep coming, seeming almost _more_ determined now because of the fiery pain.

So Azlyn decides it's her turn, stepping in front of her counterpart and hurling her shield in one move. The spinning disc hits one Heartless head-on, then bounces into another's side. With one destroyed and another injured, four Neoshadows reach the Disney Castle pair.

Telary swats at one with his staff, immediately calling a fireball while it's stunned. With a wordless shriek, the creature is incinerated. Just in time for the next one to attack, leaping on the wizard and pinning him to the ground. He struggles against the beast, looking to Azlyn for help only to find his companion busy with a fight of her own.

Bereft of her weapon, Azlyn relies purely on her own strength as she tangles with her Neoshadow pair. She ducks the claws of one, then turns that into a roll beneath the second's leap. Snapping her foot up, she knocks the beast into a nearby wall. With just one monster to deal with for now, she rises to a crouch, staring down the creature's beady yellow eyes. After a second of wary sizing up, they charge at each other.

Telary, meanwhile, is just barely holding off the Neoshadow currently sitting on his chest and desiring to eat his heart out. He manages a weak punch, but the creature's head hardly moves an inch from the blow's force. Still, it's a distraction for a few seconds, enough time for the wizard to mentally gather his focus for a spell. Gritting his teeth, Tel unleashes a flurry of wind with an Aero spell. A cyclone momentarily gathers around him, sending the creature on his chest flying upward and back. It hits the ground hard, stunned and therefore easy prey for a pair of lightning bolts.

Grappling directly with her remaining opponent, Azlyn tries every trick she can think of to cheat at a contest she cannot hope to win on main strength alone. Instead, she gives a little ground, using the tried but true trick of making an opponent's greater strength work against it. The Neoshadow isn't ready for the small faltering, especially once Azlyn uses the force it's exerting on her to execute a backward roll.

The knight changes her grip as the roll completes, placing one of her arms around the creature's neck for a choke-hold. With her free hand, she grabs the shield that is now in reach. Letting go of the Heartless, she quickly regains her feet and slashes down.

Azlyn is just standing up triumphantly when she hears lightning crash down behind her. Startled, she turns to see the last Neoshadow, which she'd thrown into the wall and subsequently forgotten about, disintegrate.

"Missed one," Telary says with a small grin, a bit more teasing than his usual. "But don't worry, I've got _your_ back too."

With the excitement over, Azlyn and Telary turn back to the room's bed. Once again time appears to have passed according to some unknown rules, and now the sun is setting. Young Azlyn and Telary lay in bed, sleeping together peacefully. Everyone else has left the room, leaving the youngsters be.

"So, they covered up our memories, huh?" Telary says, stepping closer to the bed. "After we came here from… Wherever else."

"They were all talking about a girl, too," Azlyn agrees, standing beside him with a thoughtful frown on her face. "Whose name very carefully wasn't mentioned. What was that all about? I don't know, Tel, I still think there might be some kind of trick to this whole thing."

Telary isn't sure whether to agree or not, but after a moment it becomes an afterthought. There's someone else standing beside the bed, gazing down at the sleeping children with her back turned. She wears a white tank top and purple skirt, her hair the same vibrant red as Telary's. For a long moment, the Disney Castle pair just stare at her back, paralyzed by a sudden rush of recognition.

"Who's that?" Azlyn asks, trusting her companion to have the answers as always. "And why… Why does it feel like I know her?"

"You do know this girl," a new voice, soft and female, says behind the pair. Spinning around, they watch as a girl about Azlyn's age, with blonde hair a few shades lighter than the knight's, enters the room. Her face, for some reason, seems quite familiar as well.

"Who is…?" Telary begins to ask, only to be cut off.

"I'm afraid I've had to avoid using her name," the girl explains, ignoring the wizard as if he hadn't said anything. "The only way this will work is if the Organization isn't aware of what's going on, and they'll know if her name is said immediately. It's the same for mine, so forgive the lack of introductions." After a moment of thought, she adds, "Oh, and I won't be answering any of your questions, since this is just a… Well, I suppose we should just call it a recording."

Azlyn and Telary briefly give each other a concerned look, but it only takes a moment for them to silently, collectively decide to listen to what this girl has to say.

"The Organization, that's the people in black if you didn't know, only seem to care about Sora," the girl continues. "But they were wrong to ignore you. Because you've both got a reason to fight too, right? Not just your king, but that girl. You've got to hold on to her, just as much as Sora does. In a way, Telary's been doing that throughout the castle." She shakes her head, as if trying to clear it. "But I'll explain that later. Well, I hope I'll be able to. For now, just try and keep that girl in your heads, right? And go to Sora. He's going to need you to see this all through." She gives the pair a shy smile. "Good luck, you two. It really would've been nice to have been a part of your memories too."

The girl remains for only a moment more, before fading out like all the ghosts Azlyn and Telary have encountered thus far. The pair are alone now, even the illusions of their past selves gone.

"Just more weirdness, huh?" Azlyn finally says, letting out a laugh that's maybe just a bit too much for the circumstances.

Oddly enough, Telary can't help but join in with her. The best friends spend a long minute simply laughing at the continued oddity of their lives. By the time the merriment has ended, they're laying down beside each other on the bed.

"At least," Telary says, turning his head to face Azlyn, "even through all this weird stuff, I know there's one thing I can count on." He reaches over to grasp her hand in his. "We're always by each other's sides."

"Always," Azlyn confirms, eyes locked in on her counterpart's. A long moment follows, seeming to play out in slow motion. For just the briefest second, which somehow manages to last a lifetime, Azlyn contemplates what might happen if she or Tel were to just lean forward a little more…

And then, abruptly, the moment is gone. She can feel it in her whole body, along with the unmistakable sense that Telary, too, has just had such a moment.

"Well then," she says, quickly sitting back up. "You heard that girl. Sora's in trouble here, and he's gonna need our help getting him out."

"Isn't that just how it always goes?" Telary agrees, going straight from laying down to standing with a grin on his face. "Well, shall we go save the day?" He offers a hand down to his best friend.

She reaches up and takes it, pulling herself up. "Let's."


	25. Homecoming

Many types of beauty can be found across the universe. From majestic buildings rising from intricately designed cities, to places where nature runs wild in a pattern so lovely one might think there was some hand in the design of _that_ as well. Beauty can be found anywhere one is willing to look for it, to reach out and appreciate the grandeur of the universe.

But somehow, no beauty in all the worlds beyond can ever truly compare to that of the place you call _home_. Where beauty isn't just some physical aesthetic, but a living, breathing feeling as familiar as an old friend.

Instead of focusing on any one detail, _that_ is what the artist attempts to put into this, perhaps her last work. A feeling of comfort and love, expressed in memories of frolicking sunlit days and roaring bonfire nights. Memories she can never be a part of.

Memories of a real, true home.

 **Destiny Islands**

Bright sunlight, a complement to the beautiful warm, slightly salty breeze. Soft sand shifting beneath his feet, a vibrant white-yellow where it is untouched by the lapping waves. The _sound_ of waves, a constant _whoosh_ and _crash_ as soothing as any lullaby he has ever heard, punctuated occasionally by the bright trill of sea birds.

Sora looks out to the tranquil blue horizon, his mouth open wide in shock. "I, I'm not going crazy right now, am I?" he whispers to himself, fighting through the nostalgic haze in his head. "I know exactly where this is! This is… This is my island! This is home."

He stands at the edge of the tiny play island's southern facing shore, surrounded on two sides by a rocky cove. The ocean seems to stretch out forever from here.

"Heeeey!"

Startled by the suddenly calling voice, Sora turns to face the direction it came from. Three young people run towards him, waving like old friends. After a second, Sora suddenly remembers that they _are_ old friends. Unfortunately, that revelation provides no names to go with the faces. When the trio stop in front of him, smiling brightly, the Keybearer can't help but feel a little nervous, on edge.

"Uh, hi guys," Sora says, giving the trio a weak wave.

"Hey yourself," says one with a slight accent, the tallest and most likely oldest. He's dressed in an off-white vest and yellow pants, his red-verging-on-orange hair bound up by a headband. "Wassup, Sora my man?"

He hesitates. "Not, uh, not much."

"Well, if you're not busy," says the only girl, a cute brunette wearing a yellow sundress, "then how about we all do something together? It's been ages since all four of us hung out."

"Since the three of us kicked your butt," chimes in the third teen, a boy a little younger than Sora, his yellow vest open to reveal his scrawny chest. The Keybearer also can't help but note that one leg of his black shorts is higher than the other. An odd fashion choice, to be sure.

"I, uh, guess it has been," Sora agrees, sheepishly rubbing at the back of his neck with one hand. If these three are his old friends, which in his heart he knows they are, why in the world can't he put any names with these faces?

"Is something wrong with you?" the girl asks, tilting her head just slightly as she stares Sora down with a pouty expression. "You're usually not this weird, and then there's the funny way you're looking at us…"

"We got food on our faces?" the tallest asks, rubbing his chin and cheek just in case.

The girl scoffs. "Only _you_ could be dumb enough to have food on your face and not even notice, Wakka."

"Give me a break, Selphie. Besides, you're forgetting just how dumb ol' Tidus can be, yah?"

Though the younger boy looks immediately indignant, within a few heartbeats all three teens are laughing at the situation. As they chuckle together, Sora looks them over a few more times, before blurting out, " _That's_ who you guys are! Wakka, Tidus, and Selphie."

That puts a stop to the merrymaking. "Uh, duh Sora," Tidus shoots back, placing a hand on his hip and giving the Keybearer a pointed glare. "Man, you really are off today."

"You hit your head or something, man?" Wakka asks, his expression concerned rather than upset. "Need me to take a look at it? Y'know I passed my lifeguard first aid test a few weeks ago…"

Out of nowhere, Selphie lets out a little squeal, an almost impossibly wide smile spreading across her face. "Oh, I see. I get it now!"

"Ya mind filling the rest of us in?" Tidus asks, scratching the back of his head.

"You're thinking about…" Giggling, the young girl steps way too far into Sora's personal bubble, standing on her toes to get right in the boy's face. " _Her_!"

Immediately realizing what the young girl is getting at, Sora feels his face begin to heat up in a way that has nothing to do with the tropical sun. Not only at the declaration itself, but also at just how agreeable the other two teens seem to be towards it.

"Makes sense," Wakka agrees, grinning. "Man, he is a total zombie when she's on his mind."

"I…" Sora begins to respond, but it's obvious that these three are not interested in his thoughts about the subject.

"I guess we should get out of your way then," Selphie says, thankfully backing away from the Keybearer. She's still wearing that odd, incredibly aggravating smirk. Then she decides to throw in a wink for good measure. "You go and get her, Tiger."

"Yeah," Tidus chuckles. "We'll try to keep quiet while we're spying on the two of you."

Sora's just about to protest again when Wakka beats him to the punch, giving Tidus a light smack on his skinny arm. "Hey man, cut it out. Give Sora a little room, ya?"

"I'll bet he wants us to leave him alone so he can go hang out with his lady," Selphie declares, still looking rather manic about the whole situation. "You want us to take a hike or what?"

"Um," the Keybearer stammers, not quite sure what exactly his response should be. After a moment of deliberation (and awkward noises) he simply replies, "Yeah. I guess so."

Wakka nods. "We can take a hint, ya?" Putting his hands on the shoulders of his younger companions, the blitzball enthusiast begins to pull them away.

Selphie frowns, shaking off her friend's hand. Before following him, she shoots Sora a playful wink. "Go on and get her, Loverboy!"

Sora watches them go, still quite stunned by the fact that he'd been talking to those kids at all. It has been ages since he'd last seen them. Right? A moment later, a particularly large wave crashes into shore, pulling the boy's attention back to the wondrous natural beauty of his home. He spends another minute simply watching the horizon, letting the feeling of _home_ wash over him like waves against the shore.

He knows he can't stay forever though, not if he's going to find who he's looking for. After one last longing look out to the horizon, Sora turns and heads out to search the other side of the island.

He takes his time though, determined to not take a single moment of this opportunity for granted. Even though he knows in his heart that this isn't real, all just some illusion projected over a floor of Castle Oblivion, at least he's finally able to see the sights he has longed to for… Well, he can't exactly remember _how_ long it's been, but certainly longer than he likes.

Eventually he finds himself on the island's other side, looking just the same as he remembers it. His eye is immediately drawn to the very small islet just off shore, a place where kids would hang out at day's end, watching the sunset while sitting amongst the palm trees there. His heart kicks up a gear as he spots a familiar figure sitting on the almost horizontal trunk of a tree, gazing out at the ocean.

It takes Sora a minute to get there, ducking into the seaside shack and sprinting up the flight of stairs inside. When he emerges, it's a straight walk across a long plank set up between the two islands. The older boy sitting on the tree hears Sora coming, jumping off his perch and turning to face his friend.

"Hey, Sora," he says, smirking at the younger boy and placing a hand on his hip. "What's the rush? Haven't seen you this excited since…"

"I know you!" Sora blurts, startling the silver-haired boy out of his greeting. Inside, the Keybearer feels a strange mixture of relief and worry. After all, the last fight he'd had in the castle's hallway is still fresh in his mind. "You're Riku, right?"

"Uh, yeah," Riku replies, obviously caught off guard by the exclamation. He looks concerned for a moment, before switching back to playful again. "Thanks for remembering me, I'm touched. It's been what, a few minutes since we saw each other last?"

That might be something a memory would say, but it's also true enough about their last encounter. Cautiously, Sora decides to ask, "So, are you still under his control?"

The silver-haired boy raises an eyebrow. "Under… Control?" He lets out a laugh, shaking his head at the ridiculousness of his best friend. "Man, what are you talking about? This some kinda game the island's playing that I'm not aware of?"

Sora frowns. If this is an act, it's a pretty convincing one. The Keybearer sighs, a mixture of relief and melancholy rushing through him. "Oh, okay. I guess you're just the Riku from my memories then, huh?"

"Riku from your memories?" the older boy repeats, sounding more bemused with every word. "Okay, so this _is_ some kinda game. Man, Sora, you stuck in the land of make-believe or something?"

"Yeah," he chuckles, rubbing at the back of his neck. This whole business with memories versus real people is certainly doing a number on him. "I guess I am."

"That's always been your problem," Riku says, leaning back against a tree trunk. "Head in the clouds. You're such a kid sometimes. Of course, that seems to be one of the things _she_ likes most about you."

Once again, even though the island's residents seem unable to name this girl they all keep referring to, Sora knows exactly who they're all talking about. "Yeah, maybe. Speaking of which, have you seen her lately? I…"

Suddenly, a tremor rocks the entire world. There's a moment where Sora starts to fear that he small islet may just collapse, but it passes quickly. Even without the shaking, it's still incredibly loud, with all the palm trees suddenly swaying in a mysterious wind, their leaves rustling.

"What was that all about?" Riku asks, looking around with a frown on his face. After a moment, his expression shifts into steely resolve. "Well, whatever it was, it can't be good. I'll go find the others."

The older boy begins racing off the islet, Sora watching him go with a sinking feeling in the pit of his stomach. "I can help you…"

"No," Riku argues, skidding to a halt. He gives his young friend a serious look over his shoulder. "You've got to find and protect _her_. That's always been your job, right?"

As the memory of his best friend rushes into the seaside shack's stairwell, Sora can't help but feel the sting of his departure. After spending so long dealing with a Riku that seemed wholly out to destroy him, even the few brief moments he'd gotten to spend with a simulation of who his best friend used to be gives the Keybearer an intense bout of heartbreak and nostalgia. Hopefully one day the true version of Riku will return to his usual character.

But there will be time for that later. For now, Sora needs to focus on the mysterious phenomenon afflicting his beloved home. He sets off at a run across the plank, frantically wondering where _she_ could be. Then another tremor, rumbling deeper and more powerful than before, hits. The crude bridge begins to buckle, sending Sora flying over the side and into the sea below.

Even with a few inches of water to soften the blow, the Keybearer still feels wracked with pain at the impact. He quickly removes his head from the water, taking a deep breath and looking up to the sky. A very different sky from before, no longer bright blue with the shining sun of a lazy afternoon. Instead, the dark gloom of a stormy night hovers above Sora's home. Jagged spears of lightning pierce the sky, followed by a loud boom of thunder that shakes the land almost as badly as the earlier tremors. The wind blows at gale force, disturbing the sea.

Sora struggles to his feet, a sudden cold feeling washing over him. He's been here before, a pitch black night locked in the throes of a storm. And no ordinary storm either, but rather the apocalyptic prelude to… _them_.

Shadow Heartless rise from the sand, their eyes glowing a hellish yellow in the otherwise dark night. Those empty eyes swivel immediately to Sora, fixing their hungry gaze on the Keyblade master. More and more arrive to reinforce their brethren, a deadly swarm consumed by one goal, and one goal only: the Keybearer's elimination.

But Sora is no longer the terrified, weak boy he was when first the Heartless had assaulted his homeland. Back then, the weapon's presence in his hand had felt, although profoundly right, awkward and ungainly, like a suddenly grown new limb. The inky black monsters had seemed an insurmountable threat then, but now he knows that this breed of Heartless is weak and easily managed, numbers be damned.

The first Shadow to leap at him gets a quick slash across the midsection, sending it exploding into hundreds of small black particles. He turns the Keyblade down, cutting through another trio. Stepping forward, he dispatches no less than six Shadows with one more blow.

Sora continues forward, wading through the sea of twitching devils with an ease born of experience and confidence. His heart and mind may have experienced a loss of memory, but there are impulses that the body learns which cannot be denied. He knows where he's going without giving it a single thought, driven by the rock solid impulse that _she_ is waiting for him there.

Bursting through the foliage, Sora reaches a calm clearing. The shadowy monsters seem to have learned their lesson about attacking him, as none follow him from the beach and none spring forth from the ground. Even the fierce winds and loud crashes of thunder have deigned not to disturb this sanctuary, the only sound that of the waterfall running into a small pool of clear, fresh water.

Sora ignores the water, instead circling around the pond as he approaches the base of a large tree. It seems to grow directly out of the cliff face, with enough space between its protruding roots to reveal a small path inside. Ducking down, the Keybearer starts through the tunnel to the secret place.

After a minute of careful maneuvering, squirming through gaps he swears shouldn't be so difficult to navigate, Sora emerges into the small underground cave that Destiny Islands' children have always caused, with a cautious mix of fear and excitement, the "secret place".

No one awaits him inside, only the sound of small gusts of wind blowing through from outside, the occasional odd drip from a moisture leak. All that stands in front of him is the mysterious door with no handle, a staple of local legend since Sora can remember being told stories around a campfire. None of them had been close to, or quite as terrifying as, the truth.

"Wait a minute," Sora says, talking to himself in low, breathy tones. He looks all around, glaring at the bare stone walls surrounding him. "This isn't right. No, it wasn't like this at all. Where are all the drawings? Where is…?"

Before the boy can puzzle out a satisfactory answer to his questions, the mysterious door begins to shake and rattle. Sora's eyes snap to it, noting that smoky black tendrils of darkness are leaking out from it, spreading through the cave like a sickness. As it spreads, the door only starts to go crazier, invisible hinges squeaking against the assault. Until it can't take anymore, a flood of darkness busting the door right off it's frame. Sora braces himself for the wood to impact against him, but that doesn't happen. Instead, he finds himself lifted straight off the ground, carried backward through the cave's tunnel like an errant kite blown about by a hurricane. Hopefully he can count on his body to be stronger than any flimsy cloth material…

Though he manages to withstand the gale, Sora can't help but black out for a few seconds. It's almost a relief, having a few moments of nothing but utter blackness, devoid of all thought or feeling. The first true respite he's had in a long while.

But it can't last forever. After all, what goes up must come down. And in Sora's case, he comes down _hard_.

Moaning as feeling (mostly pain) floods through his body again, the Keybearer opens his eyes. Gone is the calm quietness of his mind or the secret place, replaced with a howling wind that puts the boy in mind of a hurricane. The sky above remains its sickly purple, not to mention the sphere of darkness floating in the center of it all, like the eye of a storm.

Sora rises to his feet, taking in his surroundings. A patch of barren sand, no more than a few yards across. A single palm tree still stands, nearly bent over from the wind's force. Frowning, Sora rushes to the edge. The chunk of island is suspended in the air, a sickly purple sea miles and miles below.

"The island…" Sora whispers, overcome with a sudden sense of dread. Déjà vu all over again. Why couldn't the memories of his home's destruction have been lost as so many others had? "It's all broken up. It's… gone."

The dread ebbs, but a tide of sorrow quickly sweeps in to fill the empty space. All is lost, once again. Like a scene from his darkest nightmares, Sora's home is once again…

The ground shakes, nearly unbalancing the Keybearer and sending him plunging into the depths below. Not a good way to go, if he had to hazard a guess. Another tremor, and Sora spins around with Keyblade in hand as a huge shadow rises from the ground, looming over him. Composed of the same pitch-black darkness that makes up the lesser Heartless, it stands at least twenty feet tall. Its arms are thick with muscle, and a heart-shaped hole is cut directly into the center of its chest. Thick black tendrils of shadow wrap around the creature's head, leaving only two pinpricks of demonic yellow eyes, reflecting the same hunger found in all Heartless, visible as the Darkside's face.

Despite the creature's size and intimidating loom, Sora feels no fear as he looks into its face. Once upon a time it may have scared him, but no longer. Remembering that this thing was responsible for his world's destruction, for decimating the beautiful paradise the boy had considered his true home… All that matters is making this _thing_ pay!

Energy gathers in the Darkside's left hand, the clawed appendage rising into the air. Sora just watches as the fist slams down, penetrating the sandy ground of their arena and pulling up a pool of dark energy with it. Small Shadows twitch in the sludge, their yellow eyes almost the only visible part. Sora charges in without hesitation, bowling through the twitching creatures like the minor nuisances they are.

His next strike targets the Darkside's wrist, slashing through its inky flesh. He strikes again and again, each time hoping that the creature will falter under the assault. But the Heartless persists, hardly seeming fazed at all by the attacks. This is no way to defeat it, but how? Wasn't there…

Suddenly, Sora remembers what he has to do. Slinging the Keyblade over his shoulder, the boy leaps up to run along the monster's arm. This finally seems to alarm the beast, as its hand leaves the ground and begins to rise as the Heartless rears to its full height. Sora's journey becomes significantly bumpier, but he manages to ride it out and secure his footing. Finally, he comes within leaping distance of Darkside's face. With a defiant yell, the Keybearer jumps with weapon held high. Slashing downward, he slices straight through the Heartless's eyes.

The creature cannot cry out, its head snapping back as a flood of black smoke pours forth from its injuries. Sora can only watch that with satisfaction for a brief second, as the sudden recollection that he's falling through the air hits him. Turning, the Keybearer manages to make a safe, if somewhat awkward, landing. Looking up, he sees the gale force winds concentrate around Darkside, lifting it up and into the dark eye of the hovering storm.

Sora braces for his own lifting, remembering well the sensation of being pulled up through the air. But nothing happens, leaving the boy with the simple satisfaction of watching his enemy being swallowed whole by the dark forces it had set into motion. It's almost poetic, in a way.

"Who cares about that though?" Sora declares after a moment, shaking his head to clear out the remaining adrenaline rush and set his thinking straight. "I've got to find _her_! Naminé! Naminé, where are you?"

"You came for me."

The small, hesitant voice is like music to Sora's ears. He spins around on his heel, a wide grin spreading across his face as he finally lays eyes upon the person he's wanted to see most. Naminé stands before him, looking pure and innocent as ever in her white dress, golden blonde hair framing her cute face. She's smiling, and it feels like a ray of sunshine is being cast directly into Sora's heart.

"Naminé!" he cries, rushing toward her. His heart swells with every step he takes, eyes never leaving her face. She looks just as happy to see him as he is to see her. Finally, he's close enough to take her hand. The solid feeling of it is enough to widen his smile even more. Finally, he is together with the one he's meant to be with. "It's really you. Finally you…"

She smiles back at him, her soft blue eyes almost glowing. "You really came for me, Sora. It's been so long. I've been waiting for you."

"You don't have to wait any longer," Sora assures her, taking a step even closer. "We're together now. Everything will be alright. I came back to you."

Naminé's hand tenderly reaches up to pat his cheek. "I know it will."

"No, it won't."

The sudden voice startles Sora and Naminé from their embrace, each taking a step back and looking around. Sora especially can't get over it, especially how similar it had sounded to…

"That's right," Naminé says, drawing the Keybearer's attention back to her. The happiness in her eyes has faded, and her stance has become different, more guarded. "I messed up, Sora. I did something I shouldn't have."

"What?" Sora asks, taking step backwards. What could his angel Naminé have possibly done wrong?

"I wanted to see you," the girl says, dropping her gaze to the ground. "But, not like this. This isn't right." The sorrow seems to suddenly overwhelm the girl, and she turns her body away from Sora. He aches to take a step towards her, but somehow he knows that isn't the right course of action. "I was so lonely, for so very long. I just couldn't bear it any more, so I called you here to the castle. I wanted you to find me so badly, but… Your heart. They made me…"

"It doesn't matter who made you do what, Naminé," Sora interrupts, finally taking that step forward. Sadly, she only shies away from him further. " _I_ made a promise to protect you, right? I told you that I would always be there for you. To save you…"

"I'm afraid you're wrong," Naminé replies, shaking her head with slow solemnity. "I don't fit in this picture, Sora. You never promised me anything."

Before Sora can ask what in the world she's talking about, another voice from behind softly declares, "That's true. It isn't real."

Startled, Sora turns so he can see who else has come into this conversation, while also keeping an eye on Naminé. That turns out to be easier done than he though, considering that Naminé, somehow, stands _behind_ him as well. This other Naminé looks different, though, more hazy and indistinct.

"Naminé?" the Keybearer asks, his gaze flickering between the two visions of the precious girl. How can there be _two_ of them?

"That isn't me," hazy-Naminé says, looking considerably less vulnerable and shy than her twin. "I don't exist in your heart. Or _anyone_ 's heart for that matter. I never have."

"You're just talking crazy now, Naminé!" Ignoring the strange, indistinct girl behind him, Sora turns to the girl he knows he loves, has always loved. "Of course you exist in my heart. There's no one who's more important to me. Never has been. I promised you that I would keep you safe, and no matter what I've forgotten in Castle Oblivion, I've always held on to that promise." Reaching into his pocket, the Keybearer pulls out Naminé's charm, holding it up high. "This helped me to hold on!"

"My lucky charm!" Naminé gushes, all traces of her earlier hesitation and gloom disappearing in an instant. She even takes a step toward him. "I can't believe it, after all these years…"

" _Stop it_!" the other Naminé declares, her voice far from the sweet and gentle tones Sora remembers. There's something so commanding in it that the boy finds himself turning to face her instead. The hazy girl's face is locked in steely resolve. "You can't listen to her, she's just an illusion! You didn't come here for me, Sora. I wish you had, but you _didn't_!"

"Why won't you just start making some sense?" Sora asks, tears welling up in his eyes. He feels a pain in his chest, like all the wonderful feelings that seeing Naminé had brought to his heart are turning sour. Corrupted, like the heart of Destiny Islands. "What am I supposed to do? Who…?"

"You have to really think hard, Sora," Naminé encourages the Keybearer, taking a step forward. "I'm not the one who's most special to you, am I? There's someone else, and I know that you can remember her. Reach deep into your heart, and look for the light in there. Find her light!"

"I can't believe you're saying this to me, Naminé." Sora looks down at the charm in his hand, then over to the other blonde girl. She's turned her back to him completely, staring out into the middle distance instead. "You're my light in the darkness, just like Axel told me. The one who's most special to me is…"

But before the boy can complete his sentence, the charm in his hand begins to shine. Its light grows brighter and brighter, until finally Sora has to admit defeat and avert his eyes. Once the light has faded again, and he's free to look once more upon Naminé's good luck charm…

But it isn't hers, the one in his hand. The one he had been given, the one that symbolized their bond, the promise he made to her. It remains in a star shape, but instead of smooth yellow porcelain it's made of more obviously cobbled together materials. Some kind of shells, sewn together with care and love.

"What?" Sora breathes, closely examining the item in his hand. He looks to Naminé for an explanation, only to find that the blonde girl is no longer there.

There is _someone_ there though, someone he instantly recognizes, though he has no idea why. Her hair is a bright red that immediately reminds Sora of Telary's. She's wearing a white top, and a silky purple skirt with black shorts underneath. Slowly, she begins to turn around, smiling at the Keybearer with love shining in her purple-blue eyes, a smile on her face…

And, just as quickly, she is gone. Everything is gone, at least everything pertaining to the ruination of Destiny Islands. Instead, Sora stands alone on an empty beach, the sounds of waves coming in and gulls flying above his only companions. He hardly notices though, too busy reexamining the star-shaped object in his hand. And thinking on that mysterious, red-haired girl.

"Who was that?" Sora says, more to himself than anyone else. "I know her, right? I know her face, but… But who is she?" He looks up, instinctively searching for Naminé, and perhaps some answers. But the blonde is nowhere to be found either.

Suddenly, he doesn't feel quite so at home anymore.

 **I am sorry guys, this took a lot longer than I thought it would, and most of that is because of sheer laziness. Anyway, I'm proud to announce to those of you who don't know that I'm finished with the Life Goes On story I was working on, and have decided to devote all my efforts to finishing this story up before I continue with that. hopefully this will be finished very soon.**

 **Shoutouts to Bezerker21 and Spiderfan626 for their reviews. As a heads up, after this story has been finished I'll be closing the KttK III poll, so make sure to get your votes in. See ya next time!**


	26. Truth

Sora rushes straight out into the blindingly white Castle Oblivion hallway, hardly noticing the sudden glare. Instead, his eyes are fixated on Naminé, standing in front of him but facing away. The Keybearer stops in his tracks, awaiting the sudden rush of wonderful feelings that seeing her stirs in his heart.

But nothing comes. He even tries closing his eyes and opening them again, hoping there might be some delayed reaction. But nothing comes, at least nothing like he'd felt back in the Destiny Island's illusion. Whatever feelings he'd felt for her then, they just aren't in his heart now.

"It's not you, is it?" he says softly, maybe even too quiet for her to hear. But the girl's head lifts slightly at his words, so he continues. "The person most special to me… it's not you."

"No," Naminé replies, the single word filled with sadness and regret. "It isn't. It never was." She turns to face him, eyes shining with tears but still resolute. "The person you care about most, who's always with you, your light… It's not me. It's her."

The redheaded girl's face springs to Sora's mind again, bringing along with it the rush he'd waited for upon seeing Naminé. But that's all there is to it, just a semi-familiar face and some great feeling.

"But who is she?" Sora asks, folding his arms. Strange feelings aside, how could some girl possibly be as precious to him as Naminé? "If she's so special to me, why can't I think of her name? Shouldn't I be able to at least have that?"

Naminé winces. "Yes, Sora, you should. But you don't, not anymore." The blonde takes a deep breath. "I'm afraid that's my fault. You see, I went into your memories and…"

"Don't bother wasting your breath on this loser, Naminé."

Shocked and startled, Naminé and Sora look up to see Riku coming down the stairs from the next floor. He's looking straight at Sora, with a crooked grin on his face and a look in his eyes Sora's only seen once before. A look of absolute hatred and contempt. It, combined with the sword in his hands, sends a chill straight through Sora's entire body.

"Let me explain this," the silver-haired boy continues, striding forward with an arrogant strut. He doesn't stop until he reaches Naminé, stepping aside to position himself between her and Sora. "I'll give it to you plain and simple. Your memory is a _trainwreck_ , Sora! You've twisted yourself all up in knots, trying to convince yourself that it's you who's meant to protect Naminé. But it's not, it's always been _me_!"

"Riku," Sora practically growls, his hand clenching into a fist of its own volition as anger builds in the Keybearer. "Look, this isn't the time for…"

"Don't try and change the subject!" Riku barks, raising his sword into battle position. "I won't let you and your messed up memories get in the way anymore, Sora! _Nothing_ can come between me and Naminé!"

The silver-haired boy charges forward, dark energy gathering in the palm of his hand. The Keyblade springs into Sora's hand with a flash of white light, but as the boy raises his weapon to block, he desperately wishes there was another way to settle this. But there isn't, he realizes as the blades clash. Riku is too far gone to reason with. The only choice left is to knock some sense into him.

With the need for negotiation and some measure of gentility gone, Sora grits his teeth and vows to go all out. A simple turn of the Keyblade is enough to disengage Riku's sword, leaving a ripe opening. He swings into his former friend's torso, sending the enraged young man skittering back with a hiss of pain. Sora steps forward, readying his blade for a second strike, hopefully strong enough to finish this once and for all.

But with the silver haired boy's rage comes resolve, or perhaps he simply is too incensed to focus on pain. Sora hasn't taken two steps before Riku's recovered, eyes glittering with rage and a little madness as he leaps forward with his blade extended. He's too far away to hit Sora with the sword, but that isn't his intention at all. Instead he hits the floor, and two pulsing lines of violet energy head for the Keybearer.

Sora stops in his tracks, quickly calculating whether to block or dodge the energy. In the end he decides to not take chances, sidestepping frantically as the dark power races past him. He can feel the heat coming off it as it goes by, as well as a sort of greasy feeling he's always associated with pure, primal Darkness.

But he can't dwell on it, as another cry of rage from Riku draws the Keybearer's attention back to the fight. Once again he raises the Keyblade in a high block, but this blow has far more force behind it. The combatant's blades clash for a mere second before Sora feels himself being pushed back by attack. _Far_ back, too. His feet skid along the floor, only gaining the traction necessary to stop once he's within just a few inches of the back wall. Whatever mad power has awakened within Riku, it is _not_ something to be taken lightly.

So, Sora shifts his feet once again, readying his own charge. The only way to match power in this situation is with power itself, so that's what he intends to do. Gritting his teeth once again, the Keybearer rushes forward. He chops downward with a powerful swing, only for Riku to sidestep at the last second. Without stopping, Sora turns his body and converts the attack into a horizontal slash across Riku's chest. He feels the impact, Riku once again backing up.

This time, Sora doesn't hesitate before following. Pivoting quickly on his feet, the Keybearer steps forward again, swinging hard. Riku deflects the blow, barely, and keeps moving backwards. But if the silver haired boy thinks there's respite to be found, then he's sadly mistaken. Sora just keeps on coming, swinging hard with every step.

Deflecting the third blow, Riku grunts in pain. The dark energy swirling in his left hand dissipates, and he instead brings it up to secure his grip on the Soul Eater's hilt. It gives him enough strength to block Sora's next determined swing, turning the Keyblade aside just enough to slip out of range. With Sora off balance, even in such a minor manner, Riku dives in for his own attack.

But the Keybearer's stumble is nothing but a feint, luring his opponent in for a strike. A quick circular sweep of the Keyblade knocks Soul Eater aside, then slashes up to send Riku up and back, flying several feet through the air before landing hard on the unforgiving white marble floor. Naminé flinches at the rough landing, backing away from the fallen boy.

Sora steps forward, Keyblade held at the ready. How dare Riku, he begins to think as he's striding across the hall. All Sora had wanted to do was talk, sort out what's real and fake between he and his oldest friend. But the silver haired boy would have none of it, choosing to attack instead. Well, if that's the way he thinks, then perhaps it's only right for Sora to give him a taste of his own…

And then the Keybearer is standing over his friend, looking down on him. Suddenly, all the anger and hate that had been building up evaporates away. No longer is Riku some mad dog to be put down, but rather a very confused old friend.

"Riku…" Sora breathes, almost unable to even look at him. "Look, we don't have to fight anymore. Let's just take a minute and…"

He never gets to finish his request, not before Riku suddenly springs up, madness gleaming in his eyes. Raising one hand, the silver haired boy unleashes a blast of dark purple fire. It explodes almost right in Sora's face, sending him staggering backwards. He trips, falling down hard on his butt. Looking up, the Keybearer notes with building dread that their situations are now reversed. And judging from the way Riku had looked at him, there will be no offer of mercy in this reversal.

"Looks like I win," Riku declares haughtily, stopping in front of his old friend. His eyes still gleam with something far beyond anger, hatred practically burning in his retinas. "Y'see Sora, that's why I make the better protector. Because _I'm_ not afraid to do anything that's necessary to keep Naminé safe."

"Riku…" The girl in question steps forward, biting her lip. She looks from Riku to Sora, her body beginning to shake fearfully. "Riku, please!"

"Just a minute, Naminé," the silver haired boy replies, holding up his free hand. "We'll be together soon, with no more distractions!" He raises his other arm now, Soul Eater poised to strike. "Just as soon as Sora is finished!"

Sora is already preparing to counter, calling out to the Keyblade with his heart, just as he's done thousands of times. All it'll take is a little timing, and then….

He doesn't get the chance. Before so much as a speck of light can gather in the Keybearer's hand, Naminé cries out in anguish. "Riku, I said _stop_!"

And he does. Immediately, all the rage hate in Riku's eyes dies away. In fact, all traces of any emotion, or any consciousness even, are gone in a split second. Soul Eater clatters to the white floor, and Riku's body isn't far behind. All his muscles suddenly go limp, and he drops like a puppet cut off from its strings.

For a long moment, Sora can't even form words. A few tortured sounds manage to strange their way out of his throat, but actual coherence is completely lost to him. After a minute, he starts crawling close to his fallen friend, examining him from every angle. The silver haired young man appears to be breathing, but only shallowly. Other than that and the occasional twitch of his fingers, Riku is completely catatonic.

"What did you do to him?" Sora demands of Naminé, once he's finally able to tear his gaze off the fallen boy. The blonde girl flinches, taking a step back and holding her hands up defensively.

"I had to…" she whispers, almost too quietly for Sora's ears to pick up.

"Had to what?" Sora stands up, looking at Naminé in a way that he never could have imagined even just a few minutes ago. Anger, undoubtedly tinged with disgust. "What did you do to Riku?"

"Broke his heart," a cruel female voice chimes in from the stairs. Looking up, Sora sees Larxene, striding down the staircase with a pronounced grimace instead of her previous smug grin. She stops at Naminé's side, and the young girl backs away from her. "More like smashed it, really."

The Keybearer's mouth gapes open as a horrible realization hits him. "S-smashed?" he repeats in a shaky voice. "But, but that would mean that it… That he…"

Larxene rolls her eyes, chuckling. "Man, you sure are a fun guy to watch." She strides forward a few more steps, going out of her way to make it necessary to push Naminé out of the way. She stops behind Sora's fallen friend, prodding his leg with her boot. "If it's Riku you're worried about, then worry no longer, kid. No Riku here, not really. There never was."

"What are you talking about?" Sora demands, gesturing down at his unconscious friend. "He's right there, how can you say that?"

One of the blonde's eyebrows rises just slightly. "You really want me to just stand here and _explain_ everything to you?" She scoffs, rolling her eyes like this whole scene is just one big inconvenience. "I don't know. I mean, I do _so_ hate spoilers."

"Quit screwing around!" Sora steps forward and swings his Keyblade through the air like he means business. Of course, he doesn't dare make any more sudden movements, considering how close the sadistic blonde is standing to Naminé and Riku.

"Well, it seems someone's been properly riled up." Sneering again, she crouches down beside Riku. "Hearing this will probably just kill you, but y'know, I think I can live with that."

Reaching down, Larxene grabs Riku by the hair and forcefully yanks him off the ground. His dead eyes have rolled upward, focusing on nothing and giving Sora and absolutely sick feeling in the pit of his stomach. Restrained rage mixes with vile disgust, a truly revolting combination.

"This Riku is just a puppet, made by Vexen," Larxene explains, as casually as if she's discussing a bird she's cooking for dinner. "A stupid little toy, fake in absolutely every way. Which is funny when you think about it, considering how convinced it was that _your_ memories were all fabricated."

Sora's mouth opens and shuts in nonsense patterns, simply passing time while his brain thinks of something to say. But what possible response exists to a revelation (or very sincerely told lie) as massive as this one.

"Fake… Riku?" the Keybearer finally manages to blurt, barely hearing the words himself. "But, but…"

"Just a puppet, only finished recently in fact," Larxene continues, her eyes gleaming almost lustfully as she stares Sora down. "All the memories it had were specially created to make it want to fight you. And, in the process, you grew stronger again. That was its purpose, and now it's all over. Which means…"

She tosses the replica aside, as callously as if it were a balled up piece of trash paper. The false Riku lands with a loud _thump_ of impact against the far wall, bouncing off to fall back into a heap on the floor.

Even with the truth revealed, seeing Riku thrown away like that sends a spike of pain stabbing into Sora's heart. Naminé whimpers at the sight as well, backing away from Larxene.

"And just where do you think _you're_ going?" The sadistic blonde is on the young girl quick as wink, grabbing her shoulder and pulling her close. "After all, we have _you_ to thank for all this."

"Leave her alone!"

The Keybearer charges forward like a runaway train, his blade pulled back and ready to do some damage. Larxene watches him a moment, heaves a sigh, and thrusts one hand outward. Sora pauses, ready for danger. Sparks of lightning leap from her fingertips towards him. He barely manages to stop and throw up the Keyblade in a desperate block. The blade catches most of the electricity, but its wielder is thrown back once again.

"Ooh, he really does have it bad for you, huh?" Larxene gloats, shaking her captive playfully. Naminé's eyes are closed now, desperately trying to block out what she knows is about to happen. "Too bad he doesn't know the truth, huh? You may _look_ like a pretty little angel, sure. But underneath that cute face, you do the most _awful_ things."

"What, are you talking about?" Sora sits up, still feeling drained from the Savage Nymph's attack. "How could Naminé…?"

"Our little girl's no ordinary kid, I should tell you."

"Sora, I…!" Naminé finally finds her voice, only to have Larxene's gloved hand force her to remain silent. Unable to offer explanation.

So, the older woman does it for her. "Y'see, Sora, this castle doesn't actually have the power to do jack shit to memories," she explains, reveling in every word. "Nope, all that messing around that went down in your mind was because of little ol' Naminé here."

Once again, Sora is dumbstruck. All he can do is repeat the name. "Naminé? Not… Naminé!"

"Don't be so stupid, Sora," Larxene snaps, once again shaking her hostage. The girl in white makes no attempt to fight back, only keeps her eyes closed to block out the scene. "All this little _witch_ is good for is stepping into people's hearts and changing their memories. She can rearrange, delete, and even draw up entirely new memories. Give _that_ one a second's thought."

It doesn't even take the Keybearer _that_ long. His entire journey through this castle has been motivated by nothing but fake memories of a friendship that's never been. A relationship for which he'd sacrificed the only bonds he could be absolutely certain of. All just a manipulation, carefully played out from the beginning. Orchestrated by the girl he'd thought he loved.

Larxene still isn't done, pushing Naminé aside and striding forward with her cruel smirk still firmly in place. "Lies, lies, all _lies_! Everything you experienced, all the memories that 'returned' to you, were only illusions that Naminé made to shackle your heart. Everything so carefully orchestrated to make you, the Keyblade master, her puppet."

Sora looks at Naminé. The petite blonde's bright blue eyes are tearing up, a few drops of moisture beginning a journey down her cheeks. Maybe it's the false memories talking, or perhaps his inner hero just cannot be denied, but to Sora, it hardly seems that this girl would have planned something like this herself. After all, he's seen firsthand how easy it was for Larxene to bully her around. Whatever's happening, Naminé seems to be just as much of a victim of the circumstances as he is.

"Then, of course, that stupid asshole prick _Axel_ had to just go and ruin everything!" Larxene summons her small knives, slashing them through the air frustratedly. "I suppose it's sort of ironic, how he used Naminé to betray _us_. Unfortunately, I really don't find that kind of thing very funny." She begins stalking forward, electricity crackling around her. "It's a shame to let all this planning go to waste, but at least I'll have the satisfaction of killing you."

"No!" Sora yells, rising to his feet despite the weakness he feels, most of his body still numb from the electricity. "After what you did… _You'll_ _pay_!"

Larxene stops for a moment, eyes going a little wider. "Well, well. I see the little witch's work on you sent some of that repressed aggression of yours to the surface. I'd be impressed, were I not in such an extremely foul mood!" Scowling even deeper, she resumes her walk to Sora.

Only to stop short once again, when Naminé runs out in front of her, arms flung wide. Looking down, Larxene sees something in the witch's eyes that she never would have guessed even existed: defiance.

"I won't let you hurt him!" Naminé declares, real gumption overriding the usual terror in her voice. "Not anymore!"

"Excuse me?" Larxene blurts, not quite sure whether this whole scene is hilarious or infuriating. "While I find your finally growing a pair just the tiniest bit impressive, it's a little late for the witch to grow herself a conscience. Especially considering it's _you_ who put him in this mess in the first place."

Naminé falters a little bit, shifting her weight from one foot to the other. "I, I know, but…"

"Whatever." The sadistic blonde callously bats the younger girl aside, sending her sprawling next to the discarded Riku replica. She regards her with a haughty glance. "Seriously, what did you think that was gonna do?"

If nothing else, it's provoked quite a reaction in a certain Keybearer. "I won't let you hurt her!" Despite his weakness, Sora charges forward. Well, to him it seems that he's charging. In actuality, he only just manages to lurch forward a few steps.

Larxene regards him curiously, lips pursed. "Oh, don't tell me… How in the hell can you still insist on playing the hero? Didn't you get the memo, shit-for-brains? Your damsel in distress was the villain the whole freaking time! You don't even know her!"

"M-maybe," Sora replies, his voice resolved but certainly wavering. He rises to his full height again, Keyblade gripped in two hands. "But, fake or not, the promise I made to her still seems real to me. I have to…"

"How are you this _delusional_?" Larxene barks, a thousand watts crackling around her body. "I just told you, there is _no reason_ for you to want to protect this witch. It's all made up!"

The Keybearer shakes his head, weakly raising his blade parallel to the white floor. "There _is_ a reason. _This_ is my reason. The Keyblade chose me because people needed protection. As long as I'm wielding it, it's my job to protect people who can't help themselves. I've seen the way you treat her, I know that she wouldn't have messed around with me if you hadn't been threatening her. So, whether the promise I made to Naminé is real or not, I know there _'_ _s_ a promise I've made that _is_. A promise that I'll always keep!"

"So, that's how it is, huh? Another hero with a big speech, dedicated in his duty to save all the pathetic little damsels." Larxene begins stalking forward again, but slowly so she'll have time enough to say what she wants to. "I've known plenty of heroes like you, with their pretty words and promises of protection. 'Come with me,' they all say, 'let me take you away from this life'. But they never do. Heroes are nothing more than a pathetic fairy tale invented by desperate losers who can't help themselves. And anyone who thinks they want to _be_ a hero is even worse." She stops, crossing her arms in an X-shape and adjusting her stance for battle. "But if that's the way you wanna be, then fine. It doesn't do anything to change the fact that you're going down _alone_!"

Before the black-cloaked sadist can make another move, something goes spinning past Sora's shoulder. The unidentified flying object makes a sharp upward curve, forcing Larxene to take a step back to avoid being hit. It curves around, heading back behind the slouching Keybearer. Not a moment later, a green glow surrounds him. Within a few seconds, the light has faded and he feels restored. The Keybearer stands, his heart soaring. There can only be one explanation for these events.

"He ain't alone, bitch!" Azlyn's familiar voice declares, the knight rushing past Sora and settling into a combat-ready position.

Telary joins her a second later, staff in hand. "And if you want to get to _him_ , then you're gonna have to go through _us_!"

"Azlyn, Telary!" Sora exclaims, a wide smile spreading across his face. "You guys, you… You came back for me!"

"Well, duh," Azlyn replies with an exaggerated eye roll.

"What Azlyn _means_ by that," Telary says, briefly looking at his counterpart fondly before turning his attention to the Keybearer, "is that we would never abandon you, Sora. Even when you're being a jerk, you're still our friend. It's always been the three of us, and it's always going to be."

Larxene snaps. "Oh, I could just puke watching this nonsense! You want it to be the three of you? Fine then, I'll just have to dish out three times the pain!"

The sadistic blonde charges forward so fast she leaves a trail of etheric afterimages, lightning crackling in her wake. But even at that speed she isn't faster than thought, so Telary's Reflect spell is up and ready by the time she rams into it.

As the reflected force propels the Organization member back, Azlyn leaps forward. The knight gets in a good punch to the jaw, but by the time she's got her shield swinging for a low blow, her opponent has danced away. Larxene flicks a trio of knives, but Azlyn's shield is ready to intercept them.

Hearing footsteps behind her, Azlyn jumps to the side to give Sora room to maneuver. He swings the Keyblade down across Larxene's middle, a move she dodges. At the bottom of his swing, its a simple matter to turn the blade immediately into his next move, an upward diagonal slash. It hits the blonde in her shoulder. Not a crippling blow, but a serviceable reminder of who she's dealing with here.

Which just spurs her on to remind her opponents the same thing. Even as she moves back, Larxene snaps up a kick that hits Sora just above the knee. The meat of his thigh serves as somewhat of a cushion from the blow, but it still robs him of all feeling in the area for almost a full two seconds. In the heat of battle, that might as well be an hour. By the time he's feeling the pain inflicted on his leg, three knives are coming straight for his face.

The Keybearer feels something skim the top of his hair, and the with a loud _clang_ Azlyn's shield scores a direct hit on Larxene's hand. Just as the black-cloaked woman is pulling back with a hiss of pain, a fist-sized fireball slams into her chest.

The black coats of Castle Oblivion's custodians are magically protected, saving Larxene from the embarrassment of being caught on fire. Instead, it just feels like she's been punched hard in the chest. She stumbles back, electricity already gathering around the knives she hold between her fingers. With a delighted giggle, she sends lightning shooting back at the enemy spellcaster.

Telary, a bit weary from casting a Curaga, Reflect, and Fire spell so close together, has almost no chance of lessening to coming blow. He just barely manages to position his staff across his chest, the magical wood absorbing perhaps half of the energy. It saves him from keeling over, but the pain all over his body is absolutely outstanding.

Equally outstanding is the rage that the sight of her counterpart in distress releases inside Azlyn. Reaching up to grab her returning shield out of the air, she makes her way toward Larxene with determined strides.

Larxene dodges a vertical swing from Sora, driving her knives at the boy's briefly exposed neck. He manages to step forward and dodge, turning around with a momentous wide swing. The Keyblade collides with Larxene's back, sending her stumbling to the side. As she moves, the sadistic blonde makes sure to lash out with a kick that hits the Keybearer in his stomach. Then her elbow comes down for a blow to the spine that sends him down to the floor.

She doesn't get to enjoy the sight of the boy sprawled in pain for long, as she feels Azlyn tackle her from behind. The two women hit the floor hard, Larxene barely managing to turn enough so that Azlyn makes contact as well. They quickly roll off each other, then drive punches at each other's faces. With their free hands, both combatants block the blow. Still struggling against each other, they manage to get to their feet.

Then electricity surges in Larxene's hand, burning the exposed skin of Azlyn's fingers. The knight thrusts a knee into her opponent's stomach, then uses the brief reprieve to backpedal, wincing at the pain in her hand. She barely has time to do more than shake it a bit, letting the airflow cool her burn. Telary will be able to heal it up properly later, but for now she just has to deal.

Larxene rushes forward, though Azlyn notes she's only going about half the speed she was at the fight's beginning. She's slow enough that the knight has enough time to transfer her shield into her non-injured hand, deflecting a quick flurry of knife attacks.

At the millisecond between slashes, she pushes her shield just slightly forward. The metal disc slams into Larxene's fingers, momentarily numbing the digits and sending three knives to the floor. Then Azlyn steps forward, using the elbow of her unarmed hand to knock the other set from her opponent's hand.

Larxene snarls, reaching out to snatch the edge of Azlyn's shield. She gives the disc a firm tug, and since it's in the knight's off-hand, manages to snatch it away. Hurling it away, the Organization member thrusts a fist into Azlyn's face.

The younger blonde stumbles back, head momentarily scrambled from the blow. She manages to reorient herself in time to dodge another punch, retaliating without thinking. She feels a spark of pain in her right hand as it balls into a fist, but by the time she's really registering it, Larxene has already taken the blow. Right to the face. Eye-for-an-eye.

Gloved hands thrust out and wrap themselves around Azlyn's throat, squeezing it hard. The knight only lets herself choke for a moment, before smacking the open palms of her hands into either side of Larxene's head. The older woman growls and relents a bit in her pressure, giving Azlyn a chance to catch a breath. Using the respiration's energy, the knight stomps down on her opponent's foot.

That gets Larxene to release her prey entirely. Azlyn steps back, then thrusts forward with her left fist. Larxene catches that attack, then the one that follows from the right hand as well. The two women lean against each other, locked in a struggle of pure strength.

A cruel idea sparks in the Savage Nymph's mind. Suddenly electricity is sparking from her fingertips, heading straight into Azlyn's palms. The pain is incredible, and for a moment the knight can't even think. Then, somehow through the haze of pain, she manages to form an idea of her own.

With a loud grunt that threatens to heighten into a scream at any second, Azlyn slams her forehead directly into Larxene's nose.

The blonde sadist yelps, releasing Azlyn's hands and stepping back. Her nose is bleeding, blood a few shades paler than is normal leaking in a straight line down her chin. Her one consolation is the fact that Azlyn is absolutely spent, laying on the ground moaning. Glancing to the side, she sees that the wizard is looking rather woozy as well. That just leaves one more opponent.

Unfortunately for her, that opponent is the Keyblade master. She hears him approaching, just barely leaping away from his wide slash. In a spark of lightning, she summons her knives back to her hands.

"Just you and me, Hero," she taunts, shifting from foot to foot to keep his eyes moving and unsure of where to focus. "Let's see where your big talk gets ya now, huh?"

Larxene leaps forward, knives thrusting out at the boy's face. He sidesteps, almost lazily, and brings the Keyblade around to smack into her stomach. With her keeled over from the blow, it's easy to shift his feet and plant the next blow in her spine. A little payback.

Somehow, the black-coated woman manages to turn her dive into a somersault, quickly coming up, pivoting, and tossing all six knives at Sora. He quickly swirls the Keyblade in a fan-like motion, knocking away four knives. Two slip past the defense, one slashing a cut through his arm, the other embedding itself in his stomach. Not very far, but it still hurts.

Pain or no, though, the battle isn't over. Sora closes his eyes for just a brief moment, remembering the look of fear on Naminé's face while Larxene had her in her clutches. That thought alone gives him enough resolve to press on.

He swings at Larxene with all he's got, the woman barely managing to step away from the blow. Once again, he gets her on the upswing. It's enough to unbalance her, make the next hit guaranteed. That leads into the next one, and the next. With every impact, Naminé's fear comes to mind, driving the force of the next blow.

Larxene manages to return the favor, her hand chopping right into Sora's next. He barely registers, too focused on making her pay for what she's done. The next swing of the Keyblade goes in low, knocking the sadistic blonde's feet out from under her. His knee comes up, another blow to her already bruised face.

The Organization rests on her knees before him, looking up at Sora with pure hatred and contempt, practically crackling like the actual lightning she controls. Even with all that rage, he can tell she's spent.

"Well, I guess you _are_ the big hero after all," she practically spits, weary but still defiant. She looks briefly over at Naminé, who's watched the entire fight with interest. "Got the bad guy sittin' right here at your feet. So go ahead, Hero. Finish me off."

And he should. After all she's put him through, everything she put _Naminé_ through, she definitely deserves to taste his blade, one more time. One swing is all it'll take.

"Sora." Naminé's voice immediately cuts through the Keybearer's thoughts. He turns to look at her, sees the expression on her face. "Sora, don't listen to her. I know it seems tempting, but it's not you talking. It's… Me."

"What are you talking about?" Azlyn asks, sitting up with a pained expression. Telary had used the last of his magic to cast Cure on her, but the spell hadn't been half as potent as she needed it to be.

"I manipulated your memories, just like Larxene said," the small blonde explains. This time, though, she doesn't look away. She faces those she's hurt head-on. "But doing that, it messed you up a little. The dissonance between what was real and fake. It's probably why you had that fight with your friends. But don't let it do this, okay? Don't become something you're not."

Sora looks down at Larxene once again. The woman has one eyebrow raised, like a challenge to cut her down. But he can't. Not like this.

"You're right, Naminé," he says, lowering his blade. He turns to his false-love. "I can't just…"

"Oh, you stupid little _bitch_!"

With a loud yelp of rage, Larxene leaps forward, knives between the fingers of her right hand once more. She dives straight for Sora's back, aiming for his heart. The Keybearer simply reacts, swinging the Keyblade. It hits the sadistic blonde square in the neck, sending her flying back. A loud _crack_ echoes through the hall.

"N-no!" Larxene gasps, trying desperately to get air into her lungs. She can't, not enough, it's not enough. She coughs, choking on what little oxygen she can get. The air around her becomes hazy, a dark mist encompassing her form as black particles drift off her body and into the air. "No, it can't end this way! This isn't how I… I, I won't allow…!"

Finally, she can say no more. Within moments, even the black smoke that was once her body is gone. Sora, Azlyn, and Telary can only stare at the spot where she once was, dumbstruck.

"What happened to her?" Azlyn asks, letting Telary lean against her. The wizard is terribly shaky. "I mean, she wasn't human, right?"

"No, she wasn't," Naminé says, a surprising lack of compassion in her usually gentle voice. "She was a monster, hurting people to feel whatever pleasure she could." The sudden venom in the small girl's voice is rather off-putting. Azlyn and Telary exchange wide-eyed glances.

"I gave her a chance to surrender, and she attacked me," Sora says, apparently not noticing Naminé's abrupt tone switch. "I didn't want to, but…" He shakes his head. What's done is done best not dwell on it. Especially the small part of him that's _glad_ the sadist got what she deserved.

Jiminy Cricket suddenly pops out of Telary's pocket, surprising pretty much everyone. Without even a glance at his companions, the small conscience walks up to Naminé, smiling widely. "Hello," he says, cheerful as ever. "You must be Naminé. So nice to meet ya!"

"Uh, yeah," Azlyn says, making sure Telary can stand on his own before walking forward. "Wanna tell us what all is going on here? Why'd you make that weird memory replay of Disney Castle? Who was the red-haired girl?"

"You saw her too?" Sora asks. "Do you two know her name, because I just can't remember it."

Jiminy sees the look on Naminé's face, sad and regretful. "Sorry miss, we didn't mean to upset ya."

"Oh no," the small blonde girl says, shrugging weakly. "You all deserve an explanation. After all, it was me who took the memories in your hearts and messed them all up. Little by little, I replaced them with completely false memories. Ones that I made up."

"I guess you were right then, Tel," Sora says, giving the older man a sad smile. "Something _was_ up. That promise I made to Naminé was…"

"Fake." The girl in question shakes her head. "I didn't know you back on Destiny Islands either, Sora. It was someone else, someone I replaced. I was never your friend."

For the Keybearer, it feels like all of his hopes and fantasies have just died a sudden death. "I guess, that means you were never anything _more_ than that either, huh?"

Naminé shakes her head once, biting her lip. "What I did to Azlyn and Telary might have been worse, though. I made you two forget someone completely, without even putting in anything to replace them. It was easier, since there was already an existing spell in place. I, I'm afraid it may have caused you some discomfort."

"Oh," Telary says, thinking back on all his headaches throughout the castle. They _had_ been uncomfortable. "Well, I suppose I can forgive you. I mean, it seems that you were under considerable, y'know, duress."

"I'm _really_ not happy about it," Azlyn admits, glaring at the smaller girl. But then she sees her flinch, and the knight's expression softens. "But, hey, I guess I can find a way to forgive. _If_ you can put everything back the way it was, that is."

"I can," Naminé replies, smiling just a bit at the trio and Jiminy's quite visible relief. "Unfortunately, it isn't a very fast process, and I don't can't do it right here. We'd have to go to the thirteenth floor where…" She shudders. "Where Marluxia is."

"He's the head honcho around here, I take it?" Jiminy says, looking thoughtful. "The one who made you do those things to our memories."

Once again, Naminé is obviously miserable. The sight of it is like a clamp on Sora's heart. False memories or not, the feelings he has for her certainly feel real enough.

"He said he would keep me here, locked away in this castle forever," she explains, voice shaking hard enough to make even Azlyn a little concerned. "I was scared, and so lonely…" The small blonde's voice finally gives out, leaving her just barely able to stutter out, "I'm so sorry…"

Sora steps forward, taking her hand in his. She looks at their point of contact for a lingering moment, then up into the Keybearer's face. There she sees something she never would have expected: compassion.

"Please don't cry," he says, practically pleading. "Look, I'm pretty unhappy about you messing with my mind and stuff, but… But, I really can't get mad at you about it either. After all, even if these memories I have of you are fake, they still _feel_ very real. Especially that promise, to protect you. Now, what kind of protector would I be if I made you cry, right?" With an almost involuntary tug of his arm, he pulls her closer. "So please, until my memories are back to normal, try to smile? It would certainly make _me_ feel a lot better!"

For a long moment Naminé just stares into his eyes, wishing that the way he felt about her was in any way real. It must be nice, she thinks, being Kairi. Finally, she allows a small smile on her face. Sora responds with a wide grin of his own.

"Ugh, gag me!" Azlyn declares, very loudly. "You sure love to just lay it on thick, don't you? If I remember anything, it's that."

"Look," Sora turns to the knight, giving her his best glare, "could you maybe just leave me alone for once? It's not like _I_ point out every time you're making lovey eyes at Telary!"

Both of the Disney Castle residents blush, resolutely not looking at each other, lovey or otherwise. Naminé giggles at the display, demurely hiding her mouth behind a hand. Sora turns back to her, eyes lighting up at hearing the sound.

"Now _that_ is more like it!" the Keybearer declares. "That's the Naminé I remember. Er, well, or the one I _don't_ remember, I guess. But it feels like I do, which makes me happy. Unless I think about it too much, because then…"

Telary puts a hand on the younger boy's shoulder. "Let's not overdo yourself there, huh Sora?"

He nods. "Good thinking, Tel. Anyway, what I'm feeling right now definitely isn't fake. Nope, real as can be!"

"That's a very sweet thing to say, Sora," Naminé replies. If only things like that could last forever…

"Aaaaand, we're back to the mushy stuff," Azlyn interjects, rolling her eyes. "Look, we've got memories to go and get back, so let's move on to this thirteenth floor, huh?"

"Maybe it would be better if you stay here, Naminé," Telary suggests, nervously patting the girl's shoulder. "I mean, it'll probably dangerous up there, with that Marluxia guy and everything."

"Keep an eye on Riku, huh?" Sora asks, briefly glancing down at the hollow-eyed replica. Only for a moment though, any more than that and… Well, it wouldn't be pleasant. "We'll come and get you when everything's over."

"Okay," the small blonde replies with a resolute nod. For a brief moment, Sora swears it reminds him of someone else. "Be careful, Sora?"

"Don't worry," he says, giving her shoulder a quick squeeze. "I'll come back to you, I promise."

She touches his hand, smiling softly. "I know you will."

 **Really loved writing that Larxene fight. It went through a few stages, until I settled on what I wanted. Plus the after-fight explanation time was a bit harder to get right, which is why this took a day or two longer than I expected. Still, the end is drawing ever closer. The next chapter should be very short, so hopefully it will come out soon.**

 **Another (probably annoying at this point) reminder that the KttK III poll is still open, and will be until I finish this story.**

 **Shoutout to Spiderfan626 for you review of the last chapter. Until next time, guys!**


	27. Thirteen

Naminé watches with sad eyes as Sora, Azlyn, and Telary walk together through the portal to Castle Oblivion's thirteenth and final floor. She wishes them luck on this last part of their quest, and certainly she won't be sad at all to see the end of Marluxia. But, she also knows what the journey's end will entail. She'll do what is best for Sora, of course, but not without perhaps breaking her own heart.

The thought of broken hearts brings her eyes downward, to the sad figure of the Riku replica. His eyes, lifeless, stare up at her as she rolls him onto his back. Yet another someone she's hurt, manipulated into thinking she mattered to him. That she ever mattered at all. Another regretful mistake in an increasingly long list of them.

But these mistakes aren't unfixable, she reminds herself. Certainly Sora can be returned to the person he once was, his memories repaired. Who's to say that this replica doesn't have the same chance? That he doesn't deserve it.

So, while she waits for Sora to free her and this castle from the cruel grip of its lord, Naminé closes her eyes and lays hands on the broken replica. Usually she relies on her sketch pad as a medium for her powers, but she doesn't have it or her other supplies on hand, and it isn't entirely necessary anyway.

So the blonde girl quietly sets about her work, glad to have a distraction from thoughts of the perils Sora will no doubt face in his final battle against Marluxia. After all, it takes quite a bit of concentration to piece a mind back together, artificially created or not.

It's a fact that may prove to be to the girl's detriment, as she's so focused on the task before her that she completely misses the sound of a dark portal opening up behind her.

 **Castle Oblivion**

White halls give way to more white halls. No longer do any illusions stand in Sora, Azlyn, and Telary's way, false environments created whole cloth from tainted memories. Somehow, the sterility of this place only serves to make it more foreboding.

"I wonder if this is actually what _every_ floor looks like," Telary muses, looking around. It's the first thing he thinks of to say, and in this situation _anything_ is better than being left to silently contemplate one's perception of reality. "In which case, this Organization or whatever could really use to hire an interior decorator or something. If they can justify employing that Larxene, well then…"

"I like what you're trying to do here, Tel," Azlyn interrupts, tenderly placing a hand on his arm, "but cut it out, would ya?"

The wizard blushes, sheepishly ducking his head and looking away. "Oh, uh, sure thing Az. I just thought, y'know, we could use a little distraction."

"I know," she says, moving her hand up to his shoulder. "And really, I love ya for it but…" Realizing what she just said, it's the knight's turn to look away. "Uh, what I meant was…"

Sora stops in his tracks, a calculated moment of perfect timing. With neither of his companions watching where they're walking, they both slam right into the Keybearer's back. Wobbling a bit, he turns to face them with an enigmatic expression on his face.

"Before we go any farther," he says, making sure to look both of them in the eye, "I just wanted to say that I'm sorry for what happened before. Leaving you I mean. It was kind of a stupid decision."

"Meh," Azlyn replies, shrugging one shoulder. "So you let loose and acted like a dick for once in your life. Wasn't really your fault anyway. You heard what Naminé said. There was that, uh, discotheque in your heart, 'cause of the fake memories."

"Yeah," he says, sighing wistfully. "Still, it was really dumb to think that you two weren't looking out for me. That's never happened before, right?"

"I hope not," Telary says with a small grin. It only lasts a second before drooping into a concerned frown. "But, honestly, it's getting kind of hard to remember anything but this castle. It's all I can do to remind myself that it's King Mickey we're looking for. I keep wracking my brain for whatever else I can find, but…"

Sora reaches down into his pocket, plucking out the seashell star charm. He holds it up right in front of his face, concentrating hard on any small memory he can glean from it. For over a minute he simply stands there squinting at it, but nothing happens except just the slightest warming in his chest.

"Who gave this to me?" the Keybearer mutters, grinding his teeth together in frustration. "I'm trying so hard to really remember, but I just can't. All I can remember is Naminé."

"I feel the same way," Telary concurs. "Well, not about the Naminé thing, but the first part. Somehow, I think whoever gave you that is connected to me too. It's just a feeling, but it's all I've got to hold on to." He lets out a sigh, leaning against a flowery decoration. "Not sure about you two, but I'm pretty scared here guys."

Sora leans next to him, slowly shaking his head. "Trust me, you're not alone there Tel. Definitely not."

"Well then," Azlyn announces, walking over to stand in front of the boys, "how about we do something about that, huh?"

"Uh, what do you mean?" Sora asks, sheepishly scratching at his neck.

"Well," the knight explains, grinning despite the situation's seriousness, "what you said back there to Naminé got me thinking. Y'know, that stuff about the promise, how it was fake but still real kinda?"

"Sure," the Keybearer replies, totally lost as to where his friend is going with this whole spiel. Usually it's him or Telary that are in charge of the big "don't give up" speeches. At least, he _thinks_ that's how it was.

"I think I know where she's going with this," Telary says, stepping forward and placing a hand on her shoulder. "We should all make a promise, right?"

"That's what I'm saying," Azlyn concurs, smile widening. "Your promise to Naminé helped you keep going, gave you the courage to face all sorts of scary stuff. Real or not, who cares? It made you better, stronger. If we're gonna need all the strength we can get, then a promise might be just the thing."

"That's… actually a pretty good idea, Az," Sora says, grinning back at the knight. She notes the incredulous disbelief in his voice, but chooses to ignore it. "So, um, what promise should we make?"

"Maybe we should just keep it simple," Telary suggests, putting one hand on each of his younger friends.

"You callin' us dumb?" Azlyn playfully asks.

The wizard bursts into a stuttering apology, which of course his counterpart is quick to talk him down from. Through the exchange, Sora notices his friends looking at each other even more fondly than usual.

"Let's just promise that, no matter what happens, we stay together," the Keybearer suggests, startling Azlyn and Telary from their unintentional flirting. "Even if we get separated physically, or kinda forget each other, we'll always keep each other in our hearts!"

"That sounds like an excellent promise, Sora," Telary congratulates the younger boy with a wide smile.

Azlyn is smirking, basically her equivalent of a great big grin where anyone but Telary is concerned. An idea occurs to her after a moment, and she holds out her hand in the middle of the trio. Words come back to her, words that she couldn't forget no matter _who_ went around messing wit her memories. "All for one?"

Telary quickly places his hand atop hers, and Sora follows suit to cap off the pile. It's he who provides the words to answer Azlyn's question and finish the quote.

"And one for all!"

 **KH-KH-KH**

Marluxia sneers at the sight before him, the Keybearer and his allies making their foolish promise to stay together. If being together is what they want so badly, then he shall ensure that they _die_ together as well.

Castle Oblivion's lord throws a quick glance over to Naminé, sitting in the same chair where she had crafted Sora's illusions. She looks back at him, steadily and without the usual air of fear that surrounds her. It seems that her encounter with Sora has given her something she never experienced before: the feeling of hope. Let her enjoy it for now, find comfort in the notion that she can be saved. It will hardly matter in the final reckoning, anyway.

Just as Marluxia prepares to turn back to the viewer, he hears a familiar sound behind him. The slow _whoosh_ of dark particles forming a corridor. He clenches his fist, prepared to summon his scythe and deal with whoever has arrived to disturb him. Another Organization member no doubt, but one of the few remaining within the castle, or one from without? It matters little, considering that his only ally has been eliminated.

"Hey there, Marly," the obnoxious voice of Axel calls out. "Getting caught up on your shows, are ya?"

Scowling, Marluxia turns to face the man who derailed his scheme. The red-haired assassin just grins back at him with that infuriating smirk. Just the sight is enough to boil any normal man's blood.

But the lord of Castle Oblivion merely gives the meddler a sneer of his own. "You returned, Axel? Quite a foolish move, for a traitor."

"Traitor!" Axel has the audacity to act affronted, mockingly resting a gloved hand against his chest. "Why, I've no idea what you're talking about!"

"Why did you let _her_ go!" Marluxia demands, pointing across the room to the girl in question. "My plan was perfect, he was ours! The Keybearer would have been our slave! With his power behind us, we could have…"

"Yeah, yeah," Axel interrupts, rolling his eyes like a student bored of his teacher's lecturing. "Your big plan. Make Sora your puppet via Naminé, and you and Larxene could have used him as a weapon to take out the rest of the Organization." The assassin pauses, tapping his chin with one finger. "Y'know, Marly, when I spell it all out like that… I must say, it does sort of make _you_ sound the traitor in this scenario. Funny, that."

"As if you are the Superior's loyal servant yourself!" Marluxia argues. "Besides, it was _you_ who killed Vexen. One of the founders, I might remind you."

Axel smirks, not done with this little back-and-forth by a longshot. "On _your_ orders. Mister Lord of the Castle!" He shrugs. "Besides, all I did was… Weed the garden a little, I guess you could say. Regardless, I was still fulfilling my duty."

"I see." Marluxia takes a pair of steps to the left, his comrade cautiously mirroring the movement. "So, that was your game from the beginning. A double agent. You're nothing but an obedient dog, following his master's orders."

"Good guess," Axel replies. Holding his arms out wide, he summons his chakrams to hand. Flames crackle around the spiked wheels, heating up the atmosphere of the entire room. "Speaking of orders, I seem to recall one you gave me not long ago. 'Eliminate the traitor'?" He smirks, this one somehow more infuriatingly smug than any before it. "Well, Marly, you know how much of a stickler I am for following orders!"

Without further warning, Axel hurls both flame-wreathed chakrams forward. Marluxia hardly seems to react, easily using the long shaft of his weapon to deflect the attack. When the chakrams come spinning back, it's a simple matter for Axel to catch them in midair.

Before the redhead has time to contemplate his next move, Marluxia is after him. Castle Oblivion's lord swings his scythe out in wide arcs, setting his opponent immediately on the defensive. For a few seconds, the pair nimbly maneuver around the room. Then Axel makes his move, ducking aside a swing and tossing a chakram at Marluxia's chest. The pink-haired man takes the blow well, all things considered, barely stumbling back. Growling, he slams the butt of his weapon against the ground. In a shower of sparkling light, a dozen razor-sharp flower petals fill the air.

Axel scowls at the sight, skipping backwards and using his power over flame to burn the projectiles to cinders. By the time they've all been eliminated, the two men once again stand at opposite sides of the room.

"Thanks to the Keybearer you so desperately wanted for your plaything, Larxene already paid the price for disloyalty," Axel declares, continuing their conversation as if nothing just happened. "Now, it's time for you to do the same. In the name of the Organization which I serve, I will annihilate you!"

 **KH-KH-KH**

"Sora!"

At Azlyn's call of concern, the Keybearer whips his entire body around just in time to see a Neoshadow coming leaping out of the floor. A single swing sends its shadowy body scattering into small particles.

A few steps away, Azlyn piledrives two Soldiers into a pristine white wall. A Neoshadow promptly emerges from it, prompting the knight to quickly raise her shield to block its claw. Grunting unhappily, she slams the face of her weapon into the Heartless. Caught between shield and wall, it explodes into darkness.

A trio of lightning bolts summoned by Telary eliminate as many Darkballs, but the wizard has to quickly resort to physical strength when an Air Soldier swoops down. He knocks it from the air, then incinerates it with Fire.

Once again, the corridor is clear. Sora sighs, dismissing his Keyblade and immediately reaching up to wipe sweat from his brow. Even devoid of illusions, the castle's thirteenth floor is proving quite the test. This is the third group of enemies that the trio has encountered in a span of ten minutes. That, combined with the fact that they've almost no idea where they are going, is proving quite challenging for the heroes.

"Everybody okay?" Telary asks, leaning against a flowery decoration. "This pace is kind of… taxing, isn't it?"

"I love fighting as much as the next girl," Azlyn concurs, shaking her head, "but even I'm starting to think security around this place is a bit much to handle one right after the other. Especially since there are so many ways we could go, with no way to find the right answer."

Sora nods, his lips pursed as he thinks something over. "Y'know, I'm kinda starting to regret leaving Naminé behind like we did. What if we just gave Marluxia or some Heartless the chance to do whatever they wanted with her?"

"Don't worry, Sora," Telary assures his young friend, adding in a friendly pat on the shoulder for good measure. "I'm sure Naminé will be…"

The wizard's reassurances are suddenly interrupted by a loud, muffled noise. Exchanging bewildered looks, the trio quickly dash off toward the sound's source. The chase leads them a few rooms away, to a large door marked with the symbol of a crown. Sora takes the initiative here, figuring that a door with such a symbol on it must be highly important. He approaches cautiously, ears perking up as he hears voice coming from within. Giving the door a quick Keyblade tap to unlock it, he swings it open just enough to peek inside.

Axel doesn't hear the door open, too focused on the traitor in front of him. Marluxia, though, has a clear line of sight. He smirks, a plan springing into his mind.

"I hope you realize how ridiculous that line sounds, coming from you," Marluxia declares with a smirk. "But, if you must strike me down, then so be it!"

"Really?" Axel pauses, looking just a bit bewildered.

Azlyn, also peaking through the door's crack, turns her head to whisper in Sora's ear. "Hey, sounds like we're getting a break here, if they're gonna rub out each other."

Soar is about to respond, when suddenly he hears a sound that pierces his heart like cold steel. Naminé, crying out. Looking back into the room beyond, he sees that Marluxia has the blonde girl standing before him, one hand on her shoulder to keep her still.

Axel isn't quite so affected. "Oh, please. Do you really think having her stand in front of you is gonna do you any good? For all I care, your little mascot can keep you company in the void!"

Sora can't stand still a moment longer. With a loud, defiant cry, he kicks the door open and barges in, immediately dropping to a combat-ready crouch. Axel obviously hears that, turning around to face the Keybearer.

"Oh, crap," he mutters as Azlyn and Telary join their friend. "I guess you heard that, huh?"

"See how willing he is to harm Naminé, just to get to me," Marluxia declares, his tone smug. "Destroy him!"

"Shut up!" Sora yells back, furiously glaring at the castle's lord. "You're hurting Naminé too, and after I'm done with Axel, you're next!"

Marluxia hardly reacts to the threat, only opens a dark portal that ushers he and Naminé off to places unknown. They aren't even gone a second before Sora and his allies are focusing again on Axel.

"Okay, hold up here a minute, Sora!" Axel says, sounding just a bit nervous. "We've got a lot more in common than you might think, ya know? I'd rather not fight you."

"I bet you wouldn't," Sora calls back, scowling at the redhead. "You probably like it a lot better when you can just blindside people, like you did that Vexen guy!"

"That's a low blow," the Organization loyalist says with an affected wince. He thrusts his arms out again, flames crackling around his body as he prepares for battle. "I said I'd rather not fight, but I suppose I _do_ have a reputation to consider!"

A wall of flame comes barreling towards the trio, drawing out a yelp and reflexive Blizzara spell from Telary. The cold energy is enough to stop the coming fire in its tracks, but from the resultant steam emerges Axel. He hurls a chakram forward, Sora barely raising the Keyblade to flick it away.

The fiery assassin is on him then, blade clashing against chakram. Sora turns his opponent's weapon aside, then swipes down for a low blow. Axel just smirks, skipping away almost merrily before hurling his remaining weapon at the Keybearer. He manages to deflect it, but barely.

With Axel weaponless, Azlyn lets out an angry bellow and charges. Leaping up for a jump kick, she's suddenly startled by a jet of flames from the cloaked man's hand. She avoids the fire by turning her body, but the resulting landing is awkward. The knight grunts in pain, forced down to one knee.

Before Axel can even _think_ about taking advantage, a powerful Blizzara spell is crashing against his chest. He stumbles back, both chakrams returning to his hands just in time to hold them up against Telary's next spell. Smirking, the Organization member sends a column of fire roaring after the wizard. Telary barely manages to deflect it, stumbling back as the toll of his multiple magic spells begins to catch up with him.

Sora charges forward, ducking around a thrown chakram to strike at his opponent's torso. Axel slinks out of the way as sinuously as a snake, swinging his other spiked wheel at the boy's head. Sora raises the Keyblade to block, then spins away. Axel follows, swinging both chakrams. The Keybearer weaves his blade in a quick defensive pattern.

Azlyn rushes the Organization member once again, but Axel easily hears her coming. In a burst of dark energy, he teleports out of the way to leave the knight barreling into her companion. Smirking, he throws a flaming chakram at the tangled pair. Sora sees it coming, letting his body go limp so the projectile flies right over him and his friend.

As they fall, Azlyn turns and hurls her shield in a one-handed throw. The disc barrels into Axel's stomach, drawing the first pain from him in the conflict. As the shield curves around to return to its thrower, he summons a jet of fire to knock it off course. By the time it clangs to the ground, Azlyn and Sora are back on their feet.

Sora charges, Keyblade held back to strike. Axel throws both chakrams at him, but the boy knocks one aside and ducks the other. Slashing upward, Sora lands a solid hit on the Organization member's torso. Axel summons his weapons back to hand, but not before the Keybearer manages two more hits.

Axel backpedals, grunting in pain and trying to set up for another chakram throw. But suddenly he feels a blast of cold against his back, the elemental dissonance drawing a pained hiss. Then Sora is back at him again, the Keyblade laying down six quick blows. Weakened but not defeated, the black-coated man summons a jet of flame the hits Sora dead-on, sending the Keybearer stumbling back.

A few quick pats extinguish the flames, but at the cost of distracting Sora for crucial seconds. A chakram crashes into him with deadly accuracy, drawing out another pained cry and sending him back even more.

Axel smirks, but once again his smugness proves detrimental. Azlyn leaps at his side, landing a powerful jab against his ribcage. His black coat absorbs some of the blow, but he still finds himself stumbling. Right towards a not-as-hurt-as-he-appeared Sora, who slashes at the redhead's other side.

The assassin stumbles back, finally coming to rest hunched over and breathing heavily. He looks up at Sora, Azlyn, and Telary, who all appear ready for the bout to continue. A fine proposition for them, but as far as he's concerned it's better to end this here.

"I gotta hand it to ya, kid," Axel says between labored huffs of breath, "you're not half bad. Guess I made the right move, saving your hide."

Sora frowns. "Saving me? What's that supposed to mean?"

"Sounds to me like you've got your own agenda in all this, Axel," Telary remarks.

"Maybe I do," the weakened Organization member admits, shrugging nonchalantly. Dark particles begin to swirl around him. "Or maybe not. I guess I could explain myself to ya, but I sure would hate to kill the suspense."

Darkness swirls around him, a hazy curtain instead of the tightly controlled concentration of a dark portal. Sora manages to make out one last smirk through the smoke, before suddenly it clears away, leaving no trace of Axel behind.

"Did we get him?" Azlyn asks, frowning as she replaces her shield on her back. "Or did he get away?"

"Dunno," Sora replies, dismissing the Keyblade in a flash of light. What _had_ Axel meant at the end? The Keybearer shakes his head to clear it, reminding himself that Naminé is once again in danger. That's certainly a more pressing matter than what vague plans some pyromaniac assassin might have in store for him. "Doesn't really matter through. C'mon, we've still got Marluxia to deal with."

 **Nothing left now but the final showdown! To be honest, I'm pretty glad this is coming to an end, especially since that makes a nice smooth trilogy of faithful game adaptations. With all those behind me, I can finally fully focus on my original stuff.**

 **Again, the poll for KttK III worlds is still up.**

 **Thanks to Spiderfan626 and that Guest for their reviews. As always, it sure is nice to hear from readers. Well, until next time, and the final battle of Keys to the Kingdom: Chain of Memories!**


	28. Oblivion

If Sora had any restraint in regards to this quest before, he's certainly past it now. It's all Azlyn and Telary can do to keep up, following in the wake of his charge through the castle. He doesn't seem to bother with any thought, bursting through whatever door is closest.

Finally, Azlyn has had enough. Frowning, she reaches back to unhook her shield, hurling it forward at a decoration up ahead. The piece topples, falling to the marble floor and shattering with a loud _crash_. Sora notices, stopping in his tracks and calling the Keyblade to hand. Noticing the shield curving back around to land in Azlyn's hand, he frowns.

"What was that all about?" the Keybearer demands, stomping a few steps closer to her.

"Ya need to calm down, Sora," she replies firmly. "Unless you think we were kidding around about that 'sticking together' promise back there."

"Naminé's in danger!" Sora argues. "Marluxia has her because we left her behind, and if we don't find them soon…"

"I hate to be the bearer of bad news," Telary interjects, "but you're being stubborn and, well, kinda stupid again, Sora. You can't just rush in swinging the Keyblade. It's important to think about your actions, especially given just how twisted we know this whole scenario has been from the beginning."

Sora sighs, his entire body seeming to deflate as the pent-up aggression bleeds off. "Okay, yeah. You're right Tel. Keeping calm, okay. But, well…"

"No, I don't know how we're supposed to find Marluxia either," the wizard admits with a sigh. "But maybe if we just try and, I dunno…"

"I'm pretty sure we're not gonna find one of those map kiosks like at the mall, Tel," Azlyn says with a playful smile. "But, maybe we could…"

Suddenly, all three members of the group are overwhelmed by a flood of images. The pristine white halls of Castle Oblivion appear in their minds' eye, slowly twisting through as if they're riding some kind of virtual simulator. Within moments, the "ride" ends at an impressive set of double doors. They open to reveal a large room, Marluxia standing inside. Naminé sits on the floor, leaning against a wall with her eyes closed. As the image settles on her, she opens both eyes and winks. Then there's another white flash, and everything is back to normal.

"You kids okay there?" Jiminy asks, perched on Telary's shoulder with an anxious look on his green face. "Hello?"

"Wild ride," Azlyn remarks, rubbing her eyes.

"That must have been Naminé!" Sora declares, smiling broadly. "She put memories in us of where Marluxia took her, to set us on the right track to finding her!"

"That's… potent stuff," Telary says, still visibly woozy from the strange mental experience. "Good thing she was taking her time with the rest of the implanting."

"Let's go guys!" Sora takes off jogging towards the room's exit, once again bound and determined. He barely makes it a few feet, though, before stopping suddenly in his tracks. The Keybearer turns back to his companions, wearing a sheepish smile. "And by that, I mean, um, let's be sure to stay as level-headed as possible while we…"

"Oh, save it!" Azlyn says, playfully pushing the boy aside as she herself heads for the exit. "The sooner we kick this pink-haired creepo's butt, the sooner we get all the right memories back."

Apparently, Sora's madcap dash had taken the trio quite far off the actual route they needed to traverse in order to rescue Naminé. They make good time, stopping every once in a while to examine their implanted memories for where they needed to go next. Finally, they reach a long hallway that opens up at the end. Marluxia stands waiting before a large pair of shining white double doors, different than any other doors they've encountered thus far. As for Naminé, she's nowhere to be seen.

Until they actually run into the larger square foyer. Naminé stands just a few feet to Marluxia's left, several thick vines with sharp needles surrounding her body. Every time the blonde girl moves, she winces in pain. Sora growls, summoning the Keyblade and preparing for battle. The lord of Castle Oblivion, though, has the nerve to grin down at him.

"So, I take it you destroyed Axel, then?" Marluxia chuckles, apparently quite satisfied by the notion. "He deserved no better fate, so I must thank you, Sora. Or, perhaps it _wasn't_ your power, Sora, but rather that of the Keyblade. Ever since I first heard of that power, I longed to make it my own. And now…"

"Now _nothing_ , Marluxia!" Sora aggressively interrupts. "You're going down just like Axel did, that's a guarantee! But let Naminé go first, and I might rethink just how hard I put you down."

The Organization's traitor merely laughs at the boy's threat. "Oh, Sora. You poor, deluded thing. You cannot win, not so long as Naminé is in my possession!" The girl in question flinches, this one having nothing to do with the surrounding thorns. As Marluxia's eyes land on her, the flinch turns into a shudder. "You wish to live, witch? Then, do as I command. Use your powers to their full potential. Remove _all_ of Sora's memories!"

The trio react to that thought with appropriate horror, and luckily for them Naminé appears to agree. "But, I…" the small blonde stammers, wrapping her arms tightly around herself despite the thorn-pricks the movement exposes her to. "I can't do that. If I just destroyed all those memories…"

"Yes, it would tear the Keybearer's heart asunder," Marluxia finishes, wicked glee breaking through his usual monotone. "He would be nothing but an empty shell."

"You better believe _that's_ not happening!" Azlyn swears, brandishing her shield with a menacing flourish.

"Not on our watch!" Telary agrees. But a moment later, he falters just a bit. "You could, uh, really do that to him?"

"She can, and she will," the castle's lord confirms, smirking. The vines surrounding Naminé creep closer, thorns pricking at her flesh. "I would have preferred the Keyblade master unmarred, but it would be only a minor setback. With time, I could have him rebuilt. Much more to my liking. So do it Naminé!"

"N-no," she replies in a small, meek voice, wincing at the sharp pains all around her body. Then, stronger, she repeats, " _NO_! I won't do it. Even though I deceived Sora, he still forgave me. I can't betray him again, not after that. He's my _friend_ , and I will not hurt him for you any more!"

"Useless wretch!" Marluxia's fist clenches tighter, and the thorny vines begin to squeeze against his captive's body. First blood is drawn, the pale red liquid running down Naminé's arms from a dozen small piercings. And still they press closer.

"Please Marluxia, _stop_! I'll let her do it!"

The vines cease their squeezing, all eyes turning to Sora. He holds out his right hand, the weapon that was there a few moments ago now dismissed. The Keybearer looks absolutely stricken, his face pale and breathing erratic.

"Sora!" Azlyn cries. Beside her, Telary's mouth is agape, the wizard too horrified to even contemplate words. "What the hell is wrong with you? Do you even know what you're saying?"

Swallowing his fear, Sora presses on. "I can't let you get hurt, Naminé! And I definitely can't… I know that the promise I made isn't true, but… It's like I said before, it feels too real for me to betray it. If destroying my heart is the best way to protect you, then letting you is what I have to do."

Naminé stumbles and stutters over a few words, searching for a way to make the boy in front of her see reason. When she cannot, all she can do is merely say his name. The name of her first real friend, who would sacrifice anything for her happiness. "Sora…"

"Besides," Sora continues, standing up straight and confidently placing his hands on his hips. "I don't think I'd even _need_ memories to take on someone like Marluxia!"

"You sure don't," Azlyn agrees, stepping up to her friend's side. "Not when you have me and Telary around. Even if you forget, I can promise you that _I_ won't!"

"I won't either!" Telary chimes on, moving to Sora's other side with his staff raised and ready. "We can do any remembering Sora needs! After all, I'm pretty sure I'm doing the bulk of his thinking anyway."

"See Marluxia?" Sora asks defiantly. "With everyone else's memories, I can piece my own together again in no time at all."

Castle Oblivion's keeper stares down the heroic trio, briefly glances aside to Naminé, then turns back. "You really are as ignorant a fool as I thought you were, Sora. You know nothing of what will happen to you once Naminé has destroyed your memories. Without them, you will become nothing more than a lifeless husk. Uncaring, un _feeling_! You saw what she did to the false Riku! Just like that puppet, you will _never_ recover!"

"I'd guess again if I were you!"

Eyes wide at hearing the voice of his best friend, Sora barely hears the footsteps pound against the hall's floor. Before the trio or Marluxia has really registered what is happening, Riku's replica has leaped over Sora's head with the Soul Eater drawn. Letting out wordless cry and enraged revenge, he slashes at Marluxia's chest. The Organization's traitor, still quite dumbfounded by the sudden turn of events, can only hold his arms up to take most of the blow. He goes skidding back across the floor, pink hair flying up around his head. With her captor gone, the replica easily slices through the thorns around Naminé. They fall away, disappearing into wisps of darkness.

Sora's face lights up, all the fear he'd hidden while reassuring Naminé just melting away. "Riku, you…!"

"I'm not Riku," the replica interrupts, staring back at the Keybearer with sad eyes. "Just an imitation, I'm afraid."

"How?" Marluxia rages. "You're nothing but an empty shell! Naminé stripped you of everything you ever had, all to protect Sora."

The replica shrugs, shifting into a battle-ready stance as his gaze hardens on the Organization's traitor. "What _did_ I ever have, anyway? Everything about me, body and heart, is all fake. Just a lie. But whether or not it _is_ a lie, I will not break my promise to Naminé! I will protect her."

"Same for me!" Sora replies, crouching ready beside his best friend's replica.

"What Sora does, we do!" Azlyn chimes in, she and Telary stepping up to their usual positions on either side of Sora. Naminé steps back, unfortunately not of much use in a fight like this.

"How can you all be so _foolish_!" Marluxia practically screams, summoning his scythe to hand. He gazes from one person to the next down the line of his enemies, gaze equal parts enraged and confused. "You would willingly shackle your hearts with a chain born of false memories! You speak so often on the preciousness of your hearts, but seek to throw yours away for futile sentimentality. It falls upon me, then, to show you the folly of your thinking!"

"Just shut up!" Azlyn yells, hurling her shield at the scythe-wielding man. He quickly slashes up, sending the disc flying off course. And opening himself up for a fireball courtesy of Telary.

With their opponent hurt and distracted, Sora and Riku charge forward with weapons at the ready. Marluxia grunts, lowering his weapon in time to catch both their swings on the scythe's long shaft. Growling, the cloaked man pushes the two boys away. He swings downward at Sora, but the Soul Eater is there to block the attack. Grinning, Sora ducks beneath the locked weapons and delivers a quick trio of blows into Marluxia's stomach.

Castle Oblivion's lord steps back, angrily thrusting an open hand upward. Suddenly, a storm of sharp pink petals come flying up around him in a vortex. Sora and the replica backpedal, wildly swinging the petals away from themselves. By the time they've cleared the air, Marluxia is gone.

"Look out!" Telary cries, drawing the sword-wielding pair's attention behind them. The Organization's traitor is their, gliding forward with his scythe pulled back for a swing. Sora and Riku raise their blades, but Marluxia swings before he's fully closed the distance. A swathe of pink and black energy flies forward, crashing into the Keyblade and Soul Eater with force enough to drive their wielders back.

But the lord of the castle keeps coming, this time bringing his physical blade to bear against Riku. Separated by several feet after the energy swing, Sora can only watch as his friend's replica catches Marluxia's scythe on his red and black blade. They disengage, but Marluxia's next few swings force the replica to backpedal, moving closer to the wall where he could be trapped.

Unwilling to let that happen, Sora rushes after the fighting pair. But before he can reach intervening distance, a swirling cyclone of petals gets into his way. The Keybearer tries to stop himself before reaching it, but finds himself too slow. The sharp chaff pierces any uncovered skin it can find, leaving Sora with a litany of tiny, bleeding cuts on his arms. Luckily, Telary is quickly on hand with a Cure spell.

The Riku replica, meanwhile, decides he's had enough of being dominated. On Marluxia's next swing, he rushes forward. Barely ducking underneath the swinging scythe blade, he turns just as Marluxia swivels to deal another blow. Before he can, though, Azlyn's shield comes flying in to hit him hard in the chest. His opponent momentarily distracted by the impact, Riku rushes in with a few swings of his own. Two land, but on the third Marluxia disappears. Not a moment later, the replica feels a hand clamping around his arm.

Sora rushes after Marluxia, only skidding to a stop when he realizes that the lord of Castle Oblivion is employing the use of an unusual weapon: the body of the Riku replica, flying through the air towards the Keybearer. He barely has time enough to widen his eyes before both boys collide and fall to the floor in a tangle.

Azlyn leaps over the pair as they fall, landing hard and continuing to sprint for Marluxia. He swings his scythe downward at her, but she just dodges to the side. Before he can move his weapon, the knight lands on its shaft. Using it as a springboard, she leaps up and delivers a flurry of punches, then spins midair for a kick that knocks the villain away. By then, Sora and the replica have recovered.

Marluxia is barely able to get ready for the boys' attack. They come in with a quick flurry of blows, with the pink-haired mastermind blocking them as fast as he can. But even he can't keep up with so the combined strength and speed forever. Soon enough, he misses a swing from Sora. The Keyblade slams into his side, followed by Soul Eater a moment later. The boys quickly establish a rhythm of strikes, each hit drawing a satisfying grunt out of their opponent.

Finally, a particularly fierce blow from the replica sends Marluxia stumbling back, clutching hard at his stomach. Sora is about to say something, a quip or insult, when suddenly Riku decides he's had enough. He takes three quick steps forward, then thrusts Soul Eater right up in to the lord of Castle Oblivion's chest. Sora, Naminé, and Telary wince at the sudden death blow, even Azlyn's mouth turning downward in a grimace.

Marluxia desperately gasps for air, only to find himself too weak to accomplish even that much. With a final groan, the mastermind falls back on to the floor. Unlike the other black-coated opponents Sora and company had encountered within the castle, there is no slow, pathetic fadeout. Instead, Marluxia simply explodes in a burst of darkness and glowing pink petals.

"Well," Azlyn says, the first to speak after a short, shocked silence, "that felt like a pretty satisfying end. So, time to get our memories back, or…"

" _I wouldn't begin celebrating quite yet_ ," the voice of Marluxia suddenly proclaims. The heroes look around for its source, but the words seem to be coming from everywhere at once. " _After all, you hardly managed to destroy me so simply. What you defeated was a mere avatar, an illusion designed to represent the castle's master in times of trouble. I assure you, the real me is still very much alive. And waiting_."

"Well, now that just seems sadistic!" Telary comments, quite indignant. "I mean, just pulling the rug out from under our victory like that."

"I think I know where you can register a complaint," Sora answers, taking a step towards the large doors at room's end.

"Is that where the _real_ Marluxia is hiding?" Riku's replica asks, clenching Soul Eater even tighter in his fist.

Sora nods, one hand straying toward his heart. "I can feel something in there, like it's reaching out to grab the heart right out of my chest. It's time to deal with Marluxia, once and for all."

"I like to hear that," Azlyn replies with a grin.

"Sora?" Naminé interjects, stepping up to the Keybearer and placing a gentle hand on his arm. "Finish him off, Sora. I think we're all ready for the nightmare he's been creating to come to an end. I only wish I could help…"

"Hey," Sora replies, patting the shorter girl on her shoulder. "Just stay here and keep thinking about our friendship. I'll be able to feel it, and fight even harder." He turns to look at the replica, his smiling face turning more serious. "Riku, take care of her."

The replica is quite taken aback at the request, his mouth dropping open for a moment before he regains composure. "Are you sure that… That you want _me_ to be protecting her. Aren't you worried that…"

"I've got nothing to worry about, man," Sora assures the fake, clapping him hard on the arm just like he would the genuine article. "I know I can trust you."

"I… thank you, Sora," Riku replies, allowing himself to smile for the first time in his short life.

"And, Naminé…" Sora says, turning to the small blonde. She holds up a hand to silence him.

"I know, Sora," she says, trying desperately to hide the sadness inside of her. "When you're finished, I'll be waiting here for you. I promise."

"I know you will." After giving Naminé and the replica one last charming, devil-may-care smile, the Keybearer turns back to the sealed door. The Keyblade appears in his hand, and his companions step up to his side. Taking a steady breath, the boy holds his mystic weapon up to the door, calling upon its powers of unlocking almost on instinct. A bright beam of white light emerges from Kingdom Key's tip, slamming into the doors and breaking whatever seal that was protecting them into tiny pieces.

The trio step towards the doors, only to be beaten to the punch. They suddenly swing open, a gale force wind pushing them all back. Dark energy, sprinkled with ethereal pink petals, surrounds Sora, Azlyn, and Telary. A loud rushing sound fills their ears for a long, agonizing moment. Then it is gone just as quickly as it came, leaving nothing but darkness.

 **KH-KH-KH**

After a brief, violent moment, Sora's senses return. He finds himself on hands and knees, staring down at white marble. But unlike the floors of Castle Oblivion, this stone is grimy and gritty, as if exposed to a hundred years of messy wear and tear. A second later, he can feel something else: a gust of genuine wind.

He looks up, and into a dark void. No stars exist to illuminate the blackness, just the occasional swirl of dark green and orange. He can hardly stand to look at it for more than a few seconds, though whatever the horrible association he has with the sight is, he cannot remember. Looking down, he finds that the void stretches on almost endlessly in every direction, all pulling into some dark vortex too small to be spotted.

As overwhelming as it all is, that's merely background information. Soar slowly gains his feet, examining his immediate surroundings. The dirty white surface is rather large, perhaps a hundred or so square feet. Perhaps this is Castle Oblivion's roof? That would make sense, considering the dark void waiting beyond.

"Yikes," Telary comments from behind Sora. The Keybearer looks to see his companions slowly standing up as well. Neither of them seem any less bewildered by this strange stage that has been set for the final battle.

"I've got a bad feeling about this place," Azlyn agrees. "And a really weird sense of déjà vu. This isn't our first endless swirling vortex of dark doom, is it?"

"No, it is not," Marluxia's voice booms through the void. The trio look to its source, finding the lord of Castle oblivion standing beneath the shadow of a large statue at the rooftop's edge. A horrifying, batlike creature gazes down at the arena below with a menacing gaze.

Sora, Azlyn, and Telary charge forward with weapons drawn. Marluxia waves his hand, a forest of thorny vines suddenly springing up to cover the area between them and him. The trio skid to a stop, fixing the Organization's traitor with steady, hateful gazes.

He stares back impassively. "It _is_ however, your final battlefield. Here, in the endless void teetering on the edge of nothingness, I make my final stand. Witch or no witch, I shall grind your pitiful hearts into dust, and scatter them to the winds of the void!"

The ground shakes, seemingly spurred on by Marluxia's mad laughter. Cracks appear in the demonic statue behind him, dark energy leaking forth from every one that appears. Then it shatters, grey rock falling away and drifting off into the infinite vortex. The stone demon is gone, replaced by a gray-robed female figure, her hood drawn up to hide the upper half of her face. Long white sleeves end in clawed hands, gripping a gargantuan version of Marluxia's scythe. Long, feathered wings splay out behind her, blown back by the wind.

"Let us see it, then. The heart of a hero!"

The massive scythe swings downward, cutting through the thicket of thorns and shaking the whole roof. Sora and company dodge to the side, regaining their balance just in time to see that Marluxia is on the move. Thrusting his hands out, he summons two whirlwinds of petals, no doubt razor sharp. A downward movement sends them spinning after the trio.

The cyclones' initial sweep is easy enough to dodge, but they quickly curve around again for a second try. One turns to head for Azlyn, the other on a beeline for Telary. The wizard turns and runs immediately, but Azlyn remains still another moment, studying the cyclone's movement. When it finally reaches her, she barely dives away before being swept up. A few petals manage to nick her clothes and some skin, but she just grits her teeth and bears it.

Sora barely has time to realize how deliberate the tactic is, separating him from his companions, before the strange robed figure is upon him. He brings the Keyblade up to block her scythe, momentarily noticing Marluxia hovering just behind her. Using the sight of his enemy to fuel his anger, Sora knocks the spectre's blade away. Dodging around its body, he heads straight for Marluxia.

The lord of Castle Oblivion sneers at his attacker, raising his arms again. Petals spin around him, then burst forward in a wall of small blades. Holding his blade in front of his body, Sora rapidly spins it in a circle, weaving a defensive shield that manages to keep at least ninety-percent of the petals from piercing through him. What little gets through is enough to hurt, but after all of his experiences with pain (even those he's forgotten), Sora finds this easy enough to press through.

Gritting his teeth, the Keybearer charges through the last few petals. Marluxia is right in front of him now, and he swings downward with all his might. But the Organization's traitor merely laughs, holding his hand up to intercept the blade. Sora's swing stops in midair, and try as he might he can push it no further.

"Fool!" Marluxia gloats in the struggling hero's face. His robed monstrosity appears to hover behind him. "Did you think my abilities ended at flowery tricks? No, Sora, I have a greater power at my disposal. Despair, Keyblade master, for you face the power of death itself! Doom is upon you!"

Suddenly Sora feels himself lifted into the air, helpless to prevent it. A circle of dark energy surrounds him, small black flames hovering around it. The first flame extinguishes, and the Keybearer can feel his energy drain. Then the next is gone, with the same result. Sora's eyes widen as he realizes that he has only until all the flames have died to escape. Otherwise, as Marluxia said, doom is inevitable.

Telary sees his friend become bound by the spell, somehow instantly recognizing what is going on. The doom is a powerful curse indeed, impossible to escape without the knowledge of a counter. Miraculously, a memory of that exact spell appears suddenly in the wizard's head. Doubtless provided by Naminé, who obviously must be somehow observing the battle. He needs to get to Sora quick, but there's the matter of the damned cyclones pursuing him and Azlyn.

"Az!" he cries, picking up speed as he beelines for his counterpart. Within a few steps, an idea has formed to deal with their crisis. "Run at me!"

She knows well enough to not question, instantly switching direction so that the Disney Castle pair are running at each other. A moment later she realizes her friend's plan. They continue running at each other, the cyclones following in their wake. All they need do now is perfect the timing…

At the very last second before they collide, Azlyn and Telary leap to the side, Their cyclones aren't quite fast enough to make the same change, crashing into each other. For a moment they combine, flaring even higher. Then, their energies cancel each other out. The giant column of blades dissolves into harmless particles.

Telary needs to get closer to cast the anti-Doom spell, and it only takes a single glance at Azlyn to convey his plan. Sora's time is drawing closer to an end, only a few of the flames remaining. The Disney Castle pair charge forward to assist. Then the air before them blurs, Marluxia's spectre hovering above them.

There's (literally) no time for this distraction. "Azlyn!" Telary yells, drawing his staff back and calling up a fire spell.

"Got it!" she replies. The knight tosses her shield up into the air, facing towards the robed creature. Tel's fireball slams into the disc's back, sending it rocketing upward like a ball from a cannon. It slams into the spectre's face, knocking it back and clearing the way for Telary to dart for Sora.

The Keybearer watches anxiously as the third-to-last flame extinguishes. Here he is, seconds away from death and he can do nothing to escape it. His eyes weaken and begin to close, his last thoughts of his broken promise to Naminé…

"I'm not letting Sora go dying on me yet!" Telary's voice suddenly declares. Opening his eyes, Sora can see bright light gathering at the edge of his vision. "Cursna!"

The energy washes over Sora, and suddenly he feels all his lost strength flood into him at once. Opening his eyes, the Keybearer slashes through the ring of deadly magic surrounding him. It is immediately dispelled, exploding into a shower of dark particles.

Marluxia lets out a wordless cry of shock and rage. Sora lands on both feet, facing him with a pitiless grimace. The Organization's traitor takes a step back, raising his hand to recall the spectre. But his monstrous minion is busy at the moment, distracted by shield strikes from Azlyn and Telary's most powerful Thundaga spell. He stands alone, with his enemy at the gate. There must be some way to return the fight to his advantage. Another Doom spell, perhaps…

But, for once in his existence Marluxia's thoughtful planning skills fail him. Before he can come up with some new angle to play, Sora has already followed his heart and take action. The Keybearer races past his enemy, delivering a single, precise slash across his middle.

Marluxia howls in rage and pain, a shadowy haze rising up to engulf him. Not far away, the spectre begins fading too. Desperate, she returns to her master. But there is no solace there. Instead, the darkness embraces both of them.

Struggling desperately against his pain, the lord of Castle Oblivion reaches out a futile hand to the hero who has defeated him. Sora watches impassively, proving that even his kind nature can be pushed too far past the breaking point.

"So…" Marluxia manages to eek out, clenching his teeth to hold back the screams. He can already feel himself fading, the bright pink petals that nevertheless signify death surrounding him. "This is… the heart of a hero!"

And then he's gone, all capacity for words destroyed by the scream he releases. His entire body explodes into a shower of softly glowing petals, rising on the wind and scattering throughout the dark void surrounding Castle Oblivion.

Sora watches it all unfold, fighting the grimace that threatens to break his stoic demeanor. Even after everything Marluxia put him through, what he did to Naminé and the Riku replica… Even then, the Keybearer can't help but feel that there existed some small part of Marluxia that was worthy of pity.

"At least he was good for a lightshow," Azlyn quips without much enthusiasm behind the flippant words. She and Telary stand by Sora's side, as they promised they always would. Together, the trio stare up into the featureless void. In a way, it seems almost peaceful.

But the tranquil scene is not to last. Suddenly, a great wind howls out of the void. Sora and his allies take a step back at the noise, then another when they realize that it isn't merely the wind. It's a savage roar, chilling to the bone. Something lurks in the darkness beyond, and it is _angry_.

Without needing to say a word to each other, Sora, Azlyn, and Telary decide to beat a hasty retreat.

 **Chain of Memories final boss fight is kinda boring, I've discovered. Seriously, the guy pretty much stands there and lets you whack him, and as long as you have enough zero cards, you can block any of his sleights at your leisure. Guess I could have included the second stage flying Nobody boss fight, but I just didn't want to be bothered. PS, it's always been my headcanon that the last door leads to Castle Oblivion's roof, and now it's Keys to the Kingdom canon.**

 **Nothing left to do but the final wrap-up (the chapter's working title at the moment is "Go the #% & to Sleep", but it'll most likely be different by the time it's finished). Then the epilogue (Yes, that's where real riku will appear). Those will, in KttK tradition, be uploaded at the same time, probably in a day or two. Well, let's say three just for caution.**

 **Shoutout to Spiderfan626 for their review of the last chapter. Until next time, when this story COMes to an end.**


	29. Rest

Sora and his companions sprint back inside the safety of Castle Oblivion, the void's darkness seeming to nip at their heels. The room shakes, most likely an echo of another cry from the void.

"Close the door, close the door!" Azlyn yells, immediately running to slam one of the double doors shut. Telary, though still quivering a bit at the frightful sound, quickly does the same with the other. Sora turns back to the door, Keyblade held out. A silver beam flies from its tip, hitting the door and sealing it in a burst of white magic.

"Everybody okay?" Sora asks, turning to Naminé and the replica. They both look a little freaked out from all the tremors, but regain their composure quickly. "Naminé? Riku?"

Naminé nods, but the replica just frowns at him. "I'm not Riku, never was. I'm just some imitation. A fake. I don't remember where I was created, or why, or…" He sighs, shaking his head sadly. "All I know is the time I have with you and Naminé, and most of that isn't real. What else there is, the things I actually experienced… Well, honestly I'm not terribly proud of them."

"But, there's got to be a way you could, I don't know, get your memories back to normal," Azlyn suggests, though it's clear she's out of her league here. "Naminé, could you…?"

The girl in white shakes her head, looking away from the group in shame. "I wish, but… It doesn't work like that. All I could do is make more fake memories."

"Save it, then," the replica says, holding up a hand. "I'll be alright, don't worry about me." He gives the group one last smile, then turns to walk away.

Until Sora speaks up, stopping him in his tracks. "No, Riku, it isn't okay. You're your own person, you have your own heart. Everything that happened to you, everything you have, that's yours alone!"

"Thanks, Sora," Riku says, his grin widening and becoming more sincere. "You're a good person, you really are. Just knowing you really care about me, that you really think of me as a friend… That's good enough for me."

He begins to walk away again, and Sora can't think of anything he could say to make him stay. "I'm sorry. You deserve better than this."

"Heh," Riku's fake chuckles. "C'mon, Sora. What the hell does _deserve_ have to do with anything?" Within a few more steps, the replica is out of sight. Off to seek his future wherever he can find it.

The mood is appropriately somber for about ten seconds, before Telary nervously turns to Naminé. "Uh, so, anyway… Can you, y'know, put us all back together the way we were? Our real memories?"

"I can," the small blonde says with certainty, a smile on her face. "The memories you had before, they aren't actually gone. You still have them."

"Uh, where?" Azlyn asks, subconsciously patting down her pockets.

"They're inside your hearts," Naminé explains. "Not really _gone_ , but more like sleeping. And they're all connected together, like links in a chain. I haven't actually destroyed any of them, just kind of… rearranged the links a bit. Added some new ones, separated the old."

"Sounds very surgical," Jiminy comments, suppressing a shudder. It's a good thing Naminé is ultimately on their side, because as a true enemy she would be… Well terrifyingalmost seems like too mild a word. "Can they be, um, put back together?"

Naminé nods again, and every member of the trio feels a great weight lift from their hearts. "It won't be easy, and might take a long time. First I have to undo the links _I_ made, then call up the ones I took out and scattered, and _then_ separate real from fake and reattach them…"

"And we're right back to surgical," Azlyn comments, grimacing at the thought of someone playing around inside her heart. Even with good intentions, it's still incredibly creepy.

"But I can do it," the girl in white assures them. There's something set and determined in her expressions, eyes hardened by resolve. "No, I _will_ do it! I'll make it work! After everything you've done for me, it'll be nice to be able to repay you. You know… atone."

Sora steps up to her, placing a gentle hand on her shoulder. "I know you can do it. I trust you. Every one of us does, right guys?"

"Absolutely," Telary answers immediately. Noticing that Azlyn seems to be heavily contemplating the question, he coughs loudly.

"Yes, me too," the knight blurts, jumping about a foot into the air. "Total trust, all the way. Really truly."

"Um, I have a question," Jiminy interjects, shrugging to apologize for breaking up the good vibes. "You said you had to take out the memories that you replaced our real ones with. By that, did you mean…"

"Our time in this castle," Telary interjects, surprised that the thought hadn't occurred to him earlier. "So, we won't…"

"No," Naminé replies, swallowing thickly. She attempts to keep a straight, brave face, but it's shaking with the weight of held-back sadness. "Everything that happened here, your memories of this place and, well, and _me…_ They'll all be gone. Just like your real memories were when you came."

"Not even _you_?" Sora takes a step back, reeling like he'd just been punched. "But…"

"I won't do anything without your permission, Sora," the small blonde says, looking at him with her big, sad blue eyes. "You have to make the choice. Your real memories, or the ones you made in this castle. You… you can't have both."

"I don't want to lose you, Naminé," he says, tears prickling at his eyes. He blinks forcibly, attempting to drive them back, but only serves to send them falling down his cheeks. "I… choosing like this, I… I don't want to."

"I'm sorry, Sora," Telary says, letting out a breath. "But I want my memories back. I know there's someone in there that's important to me, and I want to remember them. If you won't make the choice, then I will."

"He's right, man," Azlyn adds, shaking her head. "I like Naminé as much as the next girl, but…"

"You're right," Sora says, after a long sullen silence. He turns to Naminé, forcing his expression into hardened resolve. "Put us back the way we were. I… I'm so sorry."

Naminé swallows again, then takes a deep breath through her nose. Once it's released, she's the picture of serene acceptance. "I understand completely. I mean, nobody would pick something fake over what's real. Especially… especially since it involves someone so important to you." She sighs, the last bit of grief she'll allow herself over this. "You made the right choice. Now, come on. I'll show you where you can stay until I'm done."

Waving a hand, the small blonde calls up one of the dark portals used by the Organization members. For a moment, the trio and Jiminy can't help but feel frightened. Then Sora gives the others a look, silently reminding everyone that they'd all said they trusted Naminé. It's time to prove it.

So, without a word, Sora, Azlyn, and Telary follow Naminé into the darkness.

 **KH-KH-KH**

Somehow, the room they arrive in is brighter than the one they just left. It takes a moment for the trio and Jiminy's eyes to adjust. When they do, they all find themselves staring up at an enormous egg-shaped pod. It rests on a pedestal in the middle of the room, a small chair and computer keyboard sitting next to it.

"Tell me you aren't gonna cram us all into that thing," Azlyn comments quickly, frowning at Naminé.

The small blonde just giggles. "No, don't worry Azlyn. You and Telary have your own separate pods in the next room."

Azlyn nods. "Good." After a moment of thoughtfulness, she speaks up again. "Okay, so one more thing, just to clarify… We won't remember _anything_ that happened in this place?"

Naminé frowns. "Um, no. Nothing."

"Our actions will, far as we're concerned, have no consequence at all?"

"Well, I don't… Uh, yes. No consequences."

"Good." Azlyn nods one more time, then immediately throws herself at Telary. The wizard is baffled for a moment, and then they're kissing and he really isn't thinking much at all.

The making out lasts several seconds, and Telary soon gets over his initial shock and starts contributing just as much to the embrace.

Sora turns to Naminé with a smug smile. "I knew it!"

"Okay!" Azlyn declares, pulling away from the still dazed Telary. "I think I'm ready now. How about you, big guy?"

"Uh, yeah…" he replies, gently running his fingers over his lips. "I feel… Yeah."

"Wait a minute!" Jiminy declares, holding his journal high into the air. "Naminé, we don't _have_ to forget this place. I mean, I took a lot of notes for my journal."

"Yeah!" Sora agrees, his eyes lighting up. "Why didn't we think of that soon…"

"Unfortunately," Naminé interrupts, grimacing, "that isn't a very good solution."

The Keybearer deflates like a popped balloon. "What? Why not?"

"You remember what I said about memories being chained together, right?" Naminé explains, frowning. "Well, I'm afraid that anything you remember about this place would eventually lead back to the false memories I planted about your childhood. And your real childhood memories and the fake ones I made can't coexist at the same time. It's why I couldn't let you remember the other girl's name, she's too deeply embedded in your heart. Your heart would… Well, I don't know what would happen, but it would _not_ be good. I'm afraid that you can never learn of the events that transpired here in Castle Oblivion."

"Never?" Sora repeats sadly. When did his life suddenly become so unfair? "Can't we even have _something_ to remember you by?"

"What if I just left a simple note, hm?" Jiminy asks, pulling out his pencil and a spare square of paper. "What if it was just your name?"

"I suppose that could work," the blonde replies, the corner of her mouth twitching slightly upward. "My name wouldn't be quite as embedded in Sora's heart. Just reading it couldn't start the chain reaction, I'd imagine."

"Then that's what I'll do," Jiminy declares, scribbling a quick note on the small sheet. "You can erase the journal, but keep this around, right?" 

"I believe that would be fine."

Sora leans over to read the small words the chronicler has recorded. "Huh. 'Thank Naminé'. I guess that's a pretty good little reminder."

"Glad that's all sorted then." The cricket smiles at Naminé before sticking the journal into a pocket in his jacket. With a last nod and wink, he leaps up into Sora's pocket.

"Guess it's time for us to go," Azlyn says, taking Telary's hand. He seems to be over his earlier bewilderment, gripping hers back just as strongly. "See ya on the other side, Sora?"

"Yeah," the Keybearer replies with a cheerful nod.

After a moment's thought, Azlyn goes in to peck him on the lips too. It''s short and sweet, nowhere near as passionate as the smooch she'd laid on her counterpart. Sora gives her a funny look, but she just shrugs. "Hey, why let an opportunity go to waste?"

"Bye, Sora," Telary says. When the Keybearer raises an eyebrow at him, he just sighs, "No, _I'm_ not going to kiss you too."

"Like I told you before," Naminé informs the Disney Castle pair, smiling, "I wish I could have been part of your story for real. The girl who is… she's really lucky to have a family like you."

Their last goodbyes said, Azlyn and Telary walk hand-in-hand out of the chamber. Naminé watches them until the door closes, then turns back to Sora. For a long moment, they just stare each other down. Neither of them are anticipating this last goodbye.

Eventually, it's Naminé who speaks up first. "I'm really glad to have met you, Sora. It may have started out as a lie but… But I'm still glad."

Sora nods. "I am too. Really, I… When I found you, and even when I just remembered your name, it made me really happy. Trust me, those feelings were no lie."

Naminé says nothing, just keeps her head down and crosses over to the instrument panel. Pressing a keys in rapid succession, she commands the pod to open. It does, several sections of its white face unfolding like a blooming flower.

Looking inside, Sora sees that the interior is small, with probably only enough room to just stand up. Black lines cover its walls, occasional blue pulses of electricity running through them. It's a little scary, he has to admit. But, once again, he just remembers that he can trust Naminé.

"I guess this is goodbye," the small blonde says, looking into Sora's eyes. Tinges of regret color her gaze, but she holds it steady.

The Keybearer grins, shaking his head emphatically. "I don't think so, actually. I'm going to find you again, after I wake up. We'll be friends for real then, I promise!"

Naminé laughs, the light sound weighed down some with bitterness. "You're going to forget, making that promise. We might as well just…"

"You said the memories you take away stay in the heart," he interrupts, stepping closer to her. After a moment of indecision, he gently takes her hand. "That's what happened to my real memories, and that's what will happen to these too. They'll never be gone, but always inside me. And so what if I never recall exactly what happened here? Believe me Naminé, you're the kind of person I would be friends with anyway."

"Okay then," the girl in white replies, looking up into the Keybearer's eyes. "I suppose that's a promise."

"I'm going to see you again, Naminé," Sora says. Their forwards are pressed together, lips just inches apart. "Have faith in that for me, alright? In our promise, and the light?"

She steps back, the moment becoming too heated, too uncomfortable. Still, she holds eye contact with him. "I will. Always."

Satisfied, Sora turns to his pod. It takes a moment to gather his courage, but after a deep breath he jumps right up. He quickly turns back to Naminé, settling into a comfortable standing position. Looking down at her, he smiles broadly.

"One last thing, Sora, and this is crucial," Naminé says seriously. "The links I took off your chain of memories, the most important ones, I had to hide very deep in your heart. They're in the shadows, and I won't be able to find them easily. But you can help bring them out. Just remember the other promise you made. The one you made to her, the person you could never replace. She's your light in the darkness, and remembering her is the key. Once you've found her again, all the hidden links will reappear where I can restore them."

Sora frowns, Naminé's words resonate powerfully within him, but he's not sure why. "Other promise?"

"Look at the good luck charm," she suggests. The separated sections of the pod begin to close, making their slow ascent. "I changed it's shape as part of tricking you, but once you thought of her, even just once, it changed back."

Sora reaches into his pockets as the pod closes up, easily finding the star-shaped charm. In the last moments of light coming in from the other room, he looks it over thoroughly. Despite its crude materials and construction, he knows that it's the most valuable thing he owns. Because it represents _her_ , because _she_ gave it to him. Because it was made by…

The pod closes, and for a moment all is dark. Sora feels his body sway, as if suddenly he's floating in the open ocean. Lights flash before him, growing larger and more distinct until they finally form the shapes of people. People he knows. A man in black leather, a thin scar running diagonally down his serious face. A woman in pink, brow hair held up with a matching bow. A shorter woman, closer to his age, her colorful clothing quite revealing. Another man, this one blond and grizzled with age. Three children, two boys and a girl.

"I… I know them!" he exclaims, heart leaping with joy. "They're my friends! All of my… Riku!"

Indeed, the silver-haired boy, his oldest and best friend in all the universe, appears in another white flash. He looks down at Sora with a thin smile, cocky but sincere. For a moment, he's all the Keybearer can focus on, before… Before _she_ appears.

She smiles at him, bright blue eyes alight with some inner glow. Her skin is soft and delicate, red hair cut short for play. She's the most beautiful thing he's ever seen. His pure light, illuminating the darkness no matter what. His…

"Kairi!"


	30. Epilogue

The pod room is quiet, only the steady hum of electronics keeping it from absolute silence. That and the vitals monitor running on the keyboard. Naminé looks it over, frowning as she once again observes the small irregularity. It seems to fluctuate every minute or so, though truthfully she doesn't need a machine to tell her what's wrong.

Deciding to ignore the beeps, she stares down at the picture on her sketchpad. Three happy children sit on an island beach. Two boys, one brunette and one with silver hair, and a blonde girl in white. The one who isn't supposed to be there. Frowning, Naminé grabs the nearest pencil, the silver one she'd used on the last touches of Riku's hair. Gripping it tightly in her whole fist, she takes it to the blonde girl with wild abandon.

It feels surprisingly good, erasing herself from the picture. Sora's overpowering forgiveness streak aside, it's nothing less than she deserves. After all, it hadn't only been Marluxia's threats that had made her bring Sora to the castle, twist his mind around. She'd been lonely, and selfish, and a total idiot who…

"Uh, you okay there Naminé?"

The small blonde shrieks, practically jumping out of her chair. On pure reflex, she hurls the crayon in her hand in the voice's direction. It flies across the room, harmlessly bouncing of the chest of a black coat.

It takes a moment to get her breathing under control, and recognize the intruder. Upon seeing the familiar face, she calms down considerably. Riku stands before her, looking quite a bit different from the last time they saw each other. For one, he's in an Organization cloak, though she suspects that's simply to make moving through the Realm of Darkness safer. What the blindfold is for, she's not quite so sure. There's a momentary impulse to probe his memories and check, but she curbs it. That's not who she is anymore.

"I'm, uh, very sorry about that," Naminé says, standing up and placing her sketchpad on the control panel. "I just, um…"

"My fault," Riku apologizes, holding up his gloved hands in a peaceful gesture. "I shouldn't have snuck up on you like that Kai… Er, Naminé. Sorry about _that_ too. You just, y'know, both feel so similar, and with the blindfold…"

"It's okay," she assures him. Pursing her lips, she adds, "You make me think of someone else I knew too."

The silver-haired young man's frown only deepens. "Yeah, I suppose I would. Look, Naminé, about the replica…"

"I know he attacked you first," the girl interrupts, looking away. Her eyes momentarily focus on the picture she was doctoring, but that's too hard to look at right now. "I just wish I knew why. He seemed so content the last time I saw him."

"I can't say either," Riku says, shrugging. "But you should know, Naminé, that at the end… well, I think he managed to find just a little bit of peace."

"Which is more than it should have expected."

A dark portal opens, shocking Naminé again. Especially with such a deep, imperious voice accompanying it. A man walks into the room, possibly the most strangely dressed person she's ever seen. Red is the dominant color, a thick blood-red. Bandages wrap around the man's face, leaving only spaces for one gold-colored eye and a few centimeters around his mouth free. There may be a spot for the other eye, but the pair of black belts criss-crossed over the space keep it from being visible. Add to that a long red cape, black robe with many pouches, and some kind of armor around his torso, and it's like a closet threw up. And yet, somehow it all ties together.

"Who…?" Naminé begins to ask, her voice quivering. She feels trapped again, like at any minute Marluxia is going to walk back in the door and start making demands of her. She hates that feeling.

"This is DiZ," Riku explains, gesturing to the man. He doesn't sound terribly enthusiastic or impressed. "I know he's kind of scary, but if you look past the dumb name, the awful outfit, and that condescending way he talks to you, I suppose he's alright. An ally."

"And one that you sorely need, my boy," DiZ says, walking up to the pod's control panel. He glides past Naminé as if she isn't even there, checking the readouts with a frown. "I see, it's just as I feared."

"H-he's a bit unstable," Naminé hurries to explain. "It's, well, because of the form he's in, because of when he became a Heartless. Um, Kairi, she sort of…"

"No need to babble," DiZ cuts her off, his lone eye casting its imperious gaze upon her. "I can deduce what is the matter without your help, Nobody."

"Watch the way you talk to her!" Riku says, stepping up to DiZ with a challenging tone to his voice. "If it weren't for her…"

"Were it not for her, we would not be in this position in the first place," DiZ interrupts again, apparently a habit of his. "You show a surprising amount of sympathy, given the circumstances. With that soft heart of yours, it's a wonder you were able to subdue the spirit of Ansem as well as you did."

"I'm sorry to pull us off topic here," Naminé cuts in nervously, "but weren't you traveling with the king, Riku?"

"We got separated," the blindfolded young man explains. "The dark realm is a big place after all. I met up with DiZ again not long after."

"And I still haven't managed to convince him that it was not _I_ that engineered his and the king's detachment," DiZ adds with an amused note in his voice. "But that is the past, and therefore not important. What matters is that Sora is moved to a safer facility. Honestly, it's a wonder that the Organization has not shown up already."

"You sure we can move this safely?" Riku asks, crossing his arms. "I mean, it's not like all this equipment can be packed up in a box. We're gonna need another facility like this too."

"I am prepared," DiZ says, clearly affronted by the questioning of his judgment. "And as I said before, we haven't long to stand around bickering. The remaining Organization members will be upon us soon. Sora must be hidden properly."

"On that we agree," Riku says, glancing over in the pod's direction again. "And not just because of the remaining Organization members. This place, the castle… He can't stay here long when he's helpless like this."

Naminé nods in agreement. Riku had made his way up through the castle basements on his first journey through, which means he must have visited a few areas where the Organization hadn't done any redecorating. Blinding as the white halls are, what's down there is… She shudders.

"Then let us prepare to move," DiZ says, commanding as ever. He begins typing into the keyboard, faster than Naminé would ever be confident doing. As he does, his normal grimace only becomes more pronounced.

Naminé quietly leads Riku away from DiZ. "What exactly is DiZ's stake in all this?"

The blindfolded boy shrugs. "Couldn't get it out of him. He's a crazy asshole, but I think his word is good at least where Sora is concerned. And he seemed pretty happy when I gave him the tally of dead Organization members between us. I'm guessing there was some kinda grudge there, and he was particularly gleeful when I mentioned Vexen and one of the guy's I fought, Lexaeus."

"I didn't hear talk of any DiZ when I was being held captive," Naminé says thoughtfully. "But then again, I didn't get much info from them at all. The only one who ever really seemed to more than tolerate me was… Axel."

"He got out, by the way," Riku says. "DiZ was pretty peeved about how one had 'escaped'."

"Oh," Naminé says, unable to keep from feeling a small spark of gladness at the fact. Organization member though he was, the redheaded man had been the one to give her the first opportunity at freedom. As for all that business about going through her to get to Marluxia, she figured that he had to have known by then that Sora had arrived, that the Keybearer would never let harm befall her.

"If you two have finished gossiping, we are ready to move," DiZ announces, clasping both hands behind his back. "I've even managed to deduce a way to stabilize the process. It's so simple, I find myself quite embarrassed it took me even as long as it did."

"Oh yeah?" Riku says, stepping closer to the bandaged man. "And what exactly is this solution?"

"A quite satisfying one, I must say," DiZ answers, his mouth turning upwards in a wicked smile. Naminé flinches, suddenly preferring the usual grimace. "After all, what a boon it will be, to deprive the Organization of yet _another_ of its members."

 **KH-KH-KH**

A blond young man sits on the lip of a clocktower, contentedly watching the never-ending sunset. It beautifully illuminates the town below, providing a lovely view. The perfect place to relax after a day's long, grueling work. He closes his eyes, a gentle breeze stirring his black cloak.

"Hey there, fellow slacker," a cheery voice says, drawing the blond from his daydream. Opening his eyes, he watches as the similarly dressed redhead takes a seat beside him. "Glad I told ya about this spot now, eh? Well, as glad as any of us can be, I guess."

"Yeah," the boy says. "This is a nice place, Axel."

The Organization's number VII gives his young friend a smile, the feeling behind it almost believable. "Ya got that right, Roxas. Ya got that right."

 _Fading memories… reconstructed memories…_

 _And a dream of you, in a world without you._

 **Whew, finally put this one in the bag. It wasn't something I initially wanted to do, skipping right to KttK II instead. But I figured that without this bridge between one and two, the series felt incomplete. Of course, there's also the fact that Castle Oblivion will be showing up in KttK III (with a completely different context for its origins, I feel I should say for those of you still understandably attached to canon. I scattered a few tiny hints about the story, very minute details that I hope will give everyone who read this an "ah-ha!" kind of moment when everything is revealed.)**

 **Anyway, here I'll just say a huge thanks to everyone who read and reviewed this cheap knock-off of a story. It's time to get moving on, focusing on the end of Life Goes On and Keys to the Kingdom III. I hope you considered this journey worthwhile, and thanks for sticking with it!**

 **Until next time!**


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